The preliminary budget includes approximately 20 to 30 projectsfrom the Company's inventory of projects on its existing leaseholdand may include:

West Texas

-- Devonian horizontal re-entry in the Oates SW Field of Pecos County;

-- Woodford Shale horizontal re-entry in the Oates SW Field of Pecos County;

-- Cherry/Bell Canyon in-fill drilling in Ward County;

-- Spraberry in-fill drilling in Midland County;

-- Clearfork in-fill drilling in Mitchell and Scurry Counties; and

-- Strawn Reef in-fill drilling in Coke County.

South Texas

-- Several exploratory wells targeting the Wilcox on internally generated prospects in Bee and Karnes Counties.

Wyoming

-- Mowry horizontal well in the Brooks Draw Field of Converse and Niobrara Counties.

The Company disclosed that the ultimate capital expenditures willdepend on a number of factors, including commodity prices, rigavailability, service costs, and general market conditions.

Bob Watson, president and chief executive officer, commented, "Our2007 budget was partly designed to improve our reserve ratiothrough the conversion of proved undeveloped reserves, as well asprobable/possible reserves, to the category of proved developedreserves.

"Our goal is to increase the ratio of proved developed reserves tototal proved reserves by at least 10%; we feel that such animprovement in our PD ratio would greatly benefit Abraxas in thepublic markets and consequently, benefit all of our shareholders.At present, approximately 50% of our budget consists of PUDprojects while another 20% represent probable and possibleprojects.

"We will begin the year by keeping our company-owned workover rigsbusy on several re-entry/re-completion projects in West Texas,while we secure larger drilling rigs for grass roots and deeperprojects"

Based in San Antonio, Texas, Abraxas Petroleum Corp. (AMEX: ABP)-- http://www.abraxaspetroleum.com/-- is an independent natural gas and crude oil exploitation and production company withoperations concentrated in Texas and Wyoming.

* * *

At Sept. 30, 2006, Abraxas Petroleum Corp.'s balance sheet showedtotal assets of $118 million and total liabilities of $138 millionresulting in a total stockholders' deficit of $20 million.

Advanced Medical expects the recall to reduce revenue for theremainder of 2006 and 2007 by a total of $40 million to$45 million. This is due to expected product returns, supplyshortages and temporary lost market share, primarily in Japan andAsia Pacific where the vast majority of products produced at theChina facility are shipped. As a result, Advanced Medical nowexpects its 2006 revenue to be between $985 million and$1 billion, compared to prior guidance of $1,010 million to$1,020 million. For 2007, the company now expects revenue to bein the range of $1,060 million and $1,080 million, compared toprior guidance in the range of $1,080 million and $1,100 million.

Advanced Medical expects to incur charges and costs to completethe recall, remedy the manufacturing issue and restore marketshare. For the remainder of 2006 and 2007, the company expectsthese charges and costs to total approximately $35 million to $40million, which primarily includes inventory writedowns, recallcosts, plant costs, freight and logistics costs, as well asanticipated increased marketing expenses.

As a result of the change in anticipated revenue and theassociated reduction in margin, coupled with recall-relatedspending for the balance of 2006 and the increased effective taxrate due to reduction of earnings outside the U.S., AMO nowexpects 2006 adjusted EPS to be between $1.30 and $1.40, comparedto previous guidance of $1.85 to $1.90. For 2007, the company nowexpects adjusted EPS to be between $1.85 and $2.00, compared toprior guidance in the range of $2.25 to $2.35. These actions willaffect other financial metrics such as adjusted gross margin andadjusted operating margin for 2006 and 2007. AMO will provideupdated guidance on these measures in future communications.

The company commenced the voluntary recall because of aproduction-line issue at its manufacturing plant in China, whichcould affect the sterility of the product. Of the 2.9 millionunits being recalled, only 183,000 units were shipped to the U.S.and the remainder was shipped to Asia Pacific and Japan.

"This is a production-line issue and is not related to ourformulations, which have been used safely by contact lens wearersfor years," said Jim Mazzo, AMO chairman, president and chiefexecutive officer. "While we believe the likelihood of patientsexperiencing an adverse reaction is low based on our investigationto date, we are implementing this voluntary recall as aprecautionary measure. While this issue is limited to two of thefour production lines in the China facility, we have temporarilyceased all manufacturing there to clean and sanitize the plant.We want to be abundantly certain that eye care practitioners andtheir patients know they can continue to rely on and trust AMO forproducts that meet high quality standards. We are workingaggressively to replace recalled product and minimize theinconvenience this action may cause."

AMO plans to extend the time period of the temporary plant closurein order to move forward a previously disclosed plan to expandmanufacturing capacity at the China facility. These plans includeadding new filling lines and increasing packaging capacity. Thecompany expects production at the China facility to be suspendedfor approximately 10 to 12 weeks. Operations at the company's eyecare facility in Alcobendas, Spain are unaffected by this actionand production continues uninterrupted. None of the recalledproducts were manufactured at the Spain facility, which is theprimarily supplier for the U.S. and European markets.

For the first nine months of 2006, AMO's eye care sales were$208.6 million and represented approximately 28 percent of totalsales. The company's largest eye care markets are the Americasand Europe, which represented 34% and 28% of total eye care sales,respectively, for the first nine months of 2006. For this sameperiod, Japan and Asia Pacific eye care sales were 24 percent and14 percent of total eye care sales.

Moody's explains that current long-term credit ratings areopinions about expected credit loss which incorporate both thelikelihood of default and the expected loss in the event ofdefault. The LGD rating methodology will disaggregate these twokey assessments in long-term ratings. The LGD rating methodologywill also enhance the consistency in Moody's notching practicesacross industries and will improve the transparency and accuracyof Moody's ratings as Moody's research has shown that creditlosses on bank loans have tended to be lower than those forsimilarly rated bonds.

Probability-of-default ratings are assigned only to issuers, notspecific debt instruments, and use the standard Moody's alpha-numeric scale. They express Moody's opinion of the likelihoodthat any entity within a corporate family will default on any ofits debt obligations.

Loss-given-default assessments are assigned to individual rateddebt issues -- loans, bonds, and preferred stock. Moody's opinionof expected loss are expressed as a percent of principal andaccrued interest at the resolution of the default, withassessments ranging from LGD1 (loss anticipated to be 0% to 9%) toLGD6 (loss anticipated to be 90% to 100%).

AirTran Airways, Inc. (NYSE: AAI) -- http://www.airtran.com/-- operates over 600 daily flights to 50 destinations. The airline'shub is at Hartsfield-Jackson Atlanta International Airport, whereit is the second largest carrier. AirTran Airways recently addedthe fuel-efficient Boeing 737-700 aircraft to create America'syoungest all-Boeing fleet. The airline is also the first carrierto install XM Satellite Radio on a commercial aircraft and theonly airline with Business Class and XM Satellite Radio on everyflight.

Operating loss for the third quarter of 2006 reflected animprovement of $4.2 million over the third quarter of 2005

Revenues were $202.2 million in the third quarter of 2006,compared to revenues of $203.1 million in the third quarter of2005, a decrease of 0.5% or $0.9 million. The decrease inrevenues was due primarily to a decline in the number of vehiclesdelivered by the Company's Automotive Group, which was partiallyoffset by an increase in revenue per vehicle delivered.

During the third quarter of 2006, the Company incurredapproximately $2.1 million of costs related to its Chapter 11proceedings, versus $3.9 million in the third quarter of 2005.

Restructuring costs are primarily for legal and professionalservices rendered in connection with the Chapter 11 filing and forthe third quarter of 2005, included the write-off of $1.4 millionof deferred financing costs.

In addition, the ratings were removed from CreditWatch, where theywere placed with negative implications on July 12, 2006.Concurrently, ratings on three other classes from the same seriesare affirmed.

The rating on each class was lowered to 'CCC' because of thecontinued adverse performance of the collateral backing eachtransaction. During the past 12 months, monthly net losses haveoutpaced monthly excess interest by more than 100%, causing theovercollateralization for each transaction to fall significantlybelow its respective target. The current o/c for series 2002-3and 2002-C are 0.13% and 0.15%, respectively, which are belowtheir respective targets of 0.75% and 0.50%.

Furthermore, cash flow projections indicate that monthly netlosses will continue to exceed monthly excess spread, which willfurther erode the o/c for each transaction. As of the Oct. 2006remittance period, total delinquencies were 31.60% for series2002-3 and 27.79% for series 2002-C; and cumulative realizedlosses were 2.35% and 1.95%, respectively.

In addition, the transactions have paid down to approximately 9%of their original pool balances.

The credit support is provided by subordination,overcollateralization, and excess spread. The collateral consistsof 30-year, adjustable-rate, fully amortizing, subprime mortgageloans secured by first liens on one- to four-family residentialproperties.

ANVIL KNITWEAR: Taps Jefferies & Company as Financial Advisor-------------------------------------------------------------Anvil Knitwear Inc. and its debtor-affiliates ask the the U.S.Bankruptcy Court for the Southern District of New York forauthority to employ Jefferies & Company, Inc., as its financialadvisor.

Jefferies & Company will:

a. familiarize with and analyze the business, operations, properties, financial condition and prospects of the Company;

b. Advise the Company on the current state of the restructuring market;

c. assist and advise the Company in developing a general strategy for accomplishing the restructuring;

d. assist and advise the Company in implementing a plan of restructuring on behalf of the Company;

e. assist and advise the Company in evaluating and analyzing a restructuring including the value of securities, if any, that may be issued to certain creditors under any restructuring plan; and

f. render other financial advisory services as may agreed upon by the Company and Jefferies.

Jefferies & Company will be paid a $125,00 monthly retainer forits work.

If the Debtors consummate a restructuring, the Debtor will beentitled to a cash fee equal to:

(i) $600,000, if the restructuring includes solely of an extension of maturities of the notes and preferred stock or

(ii) 0.75% of the face amount of:

(a) all preferred stock greater than $20 million and

(b) all notes, in each case, that are subject to restructuring.

The Debtors may credit 50% of the monthly retainers actually paidto the firm after the first $375,000 against the transaction fee.

Thane W. Carlston, a Jefferies & Company member, assures the Courtthat the firm is a "disinterested person" as that term is definedin Section 101(14), as modified in Section 1107(b) of theBankruptcy Code.

Headquartered in New York, Anvil Holdings, Inc., is a Delawareholding company with no material operations and owns all of theoutstanding common stock of Anvil Knitwear, Inc. Anvil Knitwear,in turn, owns all of the outstanding common stock of Spectratex,Inc., fka Cottontops, Inc. The Debtors design, manufacture, andmarket active wear. The Debtors filed for chapter 11 protectionon Oct. 2, 2006 (Bankr. S.D.N.Y. Case Nos. 06-12345 through 06-12347). Richard A. Stieglitz, Jr., Esq., at Dechert, LLP,represents the Debtors in their restructuring efforts. TheDebtors' consolidated financial data as of July 29, 2006, showedtotal assets of $110,682,000 and total debts of $244,586,000. TheDebtors' exclusive period to file a chapter 11 plan expires onJan. 30, 2007.

This rating remains on CreditWatch, where it was placed withnegative implications on July 19, 2006.

Concurrently, the ratings on the remaining classes from thistransaction were affirmed.

The subordinate certificate from this transaction is made up ofcomponent classes divided between two loan groups. The rating onthe subordinate certificate is dependent on the performance ofeach loan group. If one loan group is performing poorly, therating on the entire subordinate certificate must be lowered,which will affect the ratings on both loan groups.

The lowered rating and CreditWatch placement is the result ofcredit support reduction to the II-M4 component class. Thereduced credit support is the result of realized losses that haveexceeded excess spread. During the past six remittance periods,realized losses have outpaced excess spread by approximately 2.0x.

The failure of excess spread to cover monthly realized losses hasresulted in an overcollateralization deficiency of $1,587,616. Asof the November 2006 distribution date, o/c was $1,212,709, whichis below its target balance of $2,800,325 by approximately 57%.Cumulative realized losses represent 2.14% of the original poolbalance, while severely delinquent loans represent 13.86% of thecurrent pool balance.

Standard & Poor's will continue to monitor the performance of thistransaction. If realized losses continue to outpace excessinterest, and the level of overcollateralization continues todecline, the rating agency will take further negative ratingactions. Conversely, if realized losses no longer outpace monthlyexcess interest, and the level of overcollateralization rebuildsto its target balance, Standard & Poor's will affirm the rating onthis class and remove it from CreditWatch.

The affirmations reflect actual and projected credit support thatis sufficient to maintain the current ratings.

The credit support for this transaction is provided through acombination of excess spread, overcollateralization, andsubordination. The underlying collateral consists of closed-end,first-lien, fixed- and adjustable-rate mortgage loans withoriginal terms to maturity of no more than 30 years.

The upgrades are due to loan repayments, defeasance and scheduledamortization. As of the Nov. 2006 remittance date, thetransaction has paid down 63.6% since issuance.

The Horizon portfolio had been a Fitch loan of concern due todeclining performance and a stressed debt service coverage ratioless than 1x at Fitch's last rating action. However, the loan'spayoff on its anticipated repayment date in Oct. 2006, combinedwith the earlier defeasance of the Columbia Sussex portfolio allowfor the upgrades to the Fitch rated classes.

Currently, there are two remaining non-defeased loans in thetransaction, the MHP portfolio and the Palmer Square loan. TheMHP loan is the largest loan in the pool consisting of four full-service hotels located in three states.

Performance has improved for 2005 and year to date 2006, for threeof the hotels in the portfolio, but the overall net cash flowisdown due to declining results at the Marriott New Orleans, whichsustained damage from hurricane Katrina and continues to beimpacted by reduced market demand.

However, the portfolio benefits from a short, 20-year amortizationschedule which has resulted in loan paydown of approximately 25%since issuance resulting in a debt per key exposure of $58,598 perroom.

The other non-defeased loan in the transaction, representing 9.1%of the pool balance, is the Palmer Square loan. The loan issecured by a mixed use property consisting of three mixed useoffice and retail buildings, a full-service hotel and a twoparking facilities. The year end (YE) 2005 NCF continues toimprove and Fitch's resulting DSCR is 3.30x, as compared to 3.12xfor YE 2004. The weighted average occupancy remains strong at96.3% for the retail and office portions as of April 2006.

-- $64.7 million class B to 'AAA' from 'AA+'; -- $17.2 million class C to 'AAA' from 'AA'; -- $12.9 million class D to 'AAA' from 'AA-'; -- $17.2 million class E to 'AAA' from 'A+'; -- $21.6 million class F to 'AAA' from 'A'; -- $21.6 million class G to 'AA+' from 'A-'; -- $19.4 million class H to 'AA-' from 'BBB+'; -- $21.6 million class J to 'A' from 'BBB'; -- $36.6 million class K to 'BBB' from 'BBB-'; -- $12.9 million class L to 'BBB-' from 'BB+'; -- $12.9 million class M to 'BB+' from 'BB'; -- $16.8 million class N to 'BB-' from 'B+'.

The upgrades reflect scheduled amortization as well as thedefeasance of an additional 19 loans including the credit assessedBank of America Plaza since Fitch's last rating action. In total29 loans have defeased since issuance.

As of the October 2006 distribution date the pool has paid down 4%to $1.63 billion from $1.72 billion at issuance.

There are currently three specially serviced loans all of whichhave the same borrower. The loans transferred to the specialservicer after the borrower refused to reimburse the masterservicer for forced placed insurance. The properties are locatedin the Gulf Coast.

Crabtree Valley Mall is secured by a 998,486 square feet retailproperty located in Raleigh, North Carolina. Occupancy as ofMarch 2006 was 94% compared to 97.1% at issuance.

Center at Preston Ridge is secured by a 728,962sf retail propertylocated in Frisco TX. Occupancy as of December 2005 was 97%compared to 85.7% at issuance.

BLOCKBUSTER INC: CEO Raises Holdings, Co. Shares Up 52-Week High---------------------------------------------------------------- Blockbuster Inc.'s chairman of the board and chief executiveofficer, John F. Antioco, bought Tuesday 220,000 shares of theCompany's Class A common stock, bringing his holdings to a totalof 1,100,460, according to a regulatory filing with the Securitiesand Exchange Commission.

The Company's shares rose to a 52-week high after Mr. Antiocoraised his holdings. Analysts said the surge signal confidence inthe Company.

Analysts also said that the stock rose higher because the Companyis selling non-core assets in Taiwan.

A Taiwan-based Web site DigiTimes.com reported that the Company isselling 89 stores in Taiwan to Webs-TV Digital International Co.Ltd. for an undisclosed amount.

BLOCKBUSTER INC: Ties Up with Papa John on New Movie Rental Promo----------------------------------------------------------------- Starting today, Papa John's International Inc. customers can getunmatched access to movies free for a 14-day trial period througha new alliance with Blockbuster Inc. thru BLOCKBUSTER TotalAccess(TM).

Customers who sign-up online at http://www.papajohns.com/for the new Blockbuster online movie rental program will also receive afree $10 Papa Card for use toward their next purchase of PapaJohn's pizza, side items, or beverages.

BLOCKBUSTER Total Access is a new rental program that gives onlinesubscribers unprecedented access to movies. It provides onlinecustomers the option of returning their DVDs through the mail orexchanging them at one of more than 5,000 participatingBlockbuster stores for free in-store movie rentals. For eachonline rental exchanged in the store, customers can receive a freein-store movie rental. In-store movies are still subject to storerental terms, including due dates, and must be returned to thestore from which they were rented.

"Pizza and movies are an irresistible combination," Papa John'sInternational Inc. vice president of partnership development SeanMuldoon said.

"Papa John's delivers pizza to the door, and in addition to itsextensive store network, Blockbuster delivers DVDs to the mailboxand it is all done online from the comfort of your own home. And,we're upping the ante by offering a $10 Papa Card during the busyholiday season to customers who sign up for the rental programthrough http://www.papajohns.com/"

As Papa John's online business continues to grow, increasing bymore than 50% year-over-year in 2006, continued special offeringsto online customers are a win-win for the company and itscustomers. Recent online small group research shows that morethan 70% of Papa John's customers are eating pizza while watchingDVDs at least once a month providing further incentive toimplement the popular pizza and a movie concept.

"We've enjoyed working with Papa John's in the past and we lookforward to increasing our awareness of BLOCKBUSTER Total Accesswith their customer base through this new alliance," Blockbusterchief marketing officer Curt Andrews said.

"Pizza and a movie are a great mix and now, when a customer'sfavorite pizza is delivered they can already have a movie ready towatch, whether it was delivered through our online service orsomething they picked up from one of our stores. Only BLOCKBUSTERTotal Access can offer online customers the convenience andselection of the more than 60,000 titles available online coupledwith the ability to immediately exchange their online movies forfree in-store rentals."

* Blockbuster has been featured for a limited-time only on Papa John's pizza boxes.

* Papa John's and Blockbuster team to provide BLOCKBUSTER Total Access and $10 Papa Card to subscribers.

About Papa John's

Louisville, Ky.-based Papa John's International Inc. (NASDAQ:PZZA) -- http://www.papajohns.com/-- is the world's third largest pizza company. For seven years running, consumers have rated PapaJohn's No. 1 in customer satisfaction among all national QSRchains in the highly regarded American Customer SatisfactionIndex.

BOOTIE BEER: Board OKs Repurchase of Up to Two Mil. Common Shares-----------------------------------------------------------------Bootie Beer Corporation's Board of Directors has adopted a stockrepurchase program of their common stock. The Company willrepurchase securities on the Over-the-Counter Bulletin Board openmarket, pursuant to Rule 10b-18 under the Securities Exchange Actof 1934.

The Company reserves quantity, purchase, and price discretions,but will not exceed purchasing a maximum of 2,000,000 shares andthe purchase price will not exceed the higher of the currentindependent bid quotation or the last independent sale price.

Bootie Beer reserves time discretion, but will not purchasesecurities during the half-hour prior to the scheduled close oftrading. It may purchase the securities at the market, or in ablock trade. The Company reserves volume discretion, but willconduct the trades in compliance with the volume restrictions foreither at the market or block trade transactions. The Companyalso reserves broker or dealer discretion, but will purchase thesecurities through only one broker or dealer on a single day andmay change the broker or dealer from day to day.

The Company expects to fund its share repurchase programprincipally from proceeds from the recent sale of securedconvertible notes, with the remaining proceeds to be appliedtowards unsecured debt and executing the Company's business model.

Tania M. Torruella, chief executive officer, said, "This stockrepurchase program demonstrates our confidence in the long-termoutlook of the Company. We believe our shares are mispriced bythe market and the best investment we can make with the NIRproceeds is in our own stock. The repurchase program isstrategically beneficial for our shareholders, and shareholdersequity."

Headquartered in Winter Park, Florida, Bootie Beer Corporation-- http://www.bootiebeer.com/-- brews and produces malt beverage products in La Crosse, Wisconsin. The Company brewery hasapproximately a 20 million case capacity. The first branddeveloped, in the Company portfolio of beers, is Bootie Beer andBootie Light.

CALPINE CORP: Can Add Ten Admin. Employees to Severance Program---------------------------------------------------------------The U.S. Bankruptcy Court for the Southern District of New Yorkauthorized Calpine Corp. and its debtor-affiliates to modify theirSeverance Program, provided that the aggregate payments made as aresult of the modification will not exceed $100,000.

As reported in the Troubled Company Reporter on Oct. 26, 2006, theDebtors sought authority from the Court to add ten AdministrativeEmployees as participants to the Severance Program.

In March 2006, the Court authorized the Debtors to implement anew, broad-based employee severance program. Richard M. Cieri,Esq., at Kirkland & Ellis LLP, in New York, related that sincethen, the Debtors have completed the process of implementing theSeverance Program, but continue to review and reassess the programto ensure that it is fair, cost effective and provides benefits toemployees commensurate with their contributions to the company.

In early October 2006, it came to the Debtors' attention thatcertain non-exempt administrative employees that had been excludedfrom the Severance Program were also unlikely to be eligible forany bonus under the Calpine Incentive Program approved by theCourt in April 2006. Because those Administrative Employees areunable to receive bonuses, in the interests of fairness, theDebtors have determined that those employees should be entitled toparticipate in the Severance Program.

About Calpine Corp.

Headquartered in San Jose, California, Calpine Corporation(OTC Pink Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers and communities with electricity from clean, efficient,natural gas-fired and geothermal power plants. Calpine owns,leases and operates integrated systems of plants in 21 U.S. statesand in three Canadian provinces. Its customized products andservices include wholesale and retail electricity, gas turbinecomponents and services, energy management and a wide range ofpower plant engineering, construction and maintenance andoperational services.

The company previously produced a portion of its fuel consumptionrequirements from its own natural gas reserves. However, in July2005, the company sold substantially all of its remaining domesticoil and gas assets to Rosetta Resources Inc.

CALPINE CORP: Court Rules Lienholder Claims Forever Relinquished----------------------------------------------------------------The U.S. Bankruptcy Court for the Southern District of New Yorkextended the Investigation Termination Deadline solely for CalpineCorp. and its debtor-affiliates and the Official Committee ofUnsecured Creditors until:

(a) May 15, 2007, as it pertains to Perfection Claims; and

(b) the earlier of (i) May 15, 2007, or (ii) 20 days after the date on which the Debtors and the Committee are required to answer in the Adversary Proceeding, as it pertains to whether the First Lien Debt constitutes "Priority Lien Debt" or "Parity Lien Debt."

There will be no Investigation Termination Deadline for any claimsor defenses related to any demands for payments allegedly due as aconsequence of the Debtors' default or repayment, before thematurity date, of First or Second Lien Debt.

All Calpine Corp. Lienholder Claims and Defenses will be deemed,immediately and without further action by the Calpine Corp.Lienholders, the First Lien Trustee, the Second Lien Trustee orTerm Loan Agent, to have been forever relinquished and waived asto all entities.

Responses to Investigation Deadline Extension

1. First Lien Trustee

The First Lien Trustee asked the Court to deny the CreditorsCommittee's request for further extension of the InvestigationTermination Deadline.

The Creditors Committee sought to further extend the InvestigationTermination Deadline as it pertains to the security interestsgranted to Law Debenture Trust Company of New York, the trusteefor the First Lien Noteholders, when the Debtors have alreadydetermined that challenge as wholly without merit and should notbe pursued, Steven B. Levine, Esq., at Brown Rudnick BerlackIsraels, LLP, in Boston, Massachusetts, contends.

"The Creditors Committee has cited no cause for the indefiniteextension of unlimited scope that it now seeks," Mr. Levine says.

Mr. Levine refutes the Creditors Committee' assertion that theInvestigation Termination Deadline has been extended by aScheduling Order entered in the adversary proceeding filed by theFirst Lien Trustee. The Investigation Termination Deadlinepredates the Adversary Proceeding by five months and theAdversary Proceeding and the Investigation Termination Deadlinehas a separate and distinct timeframe for the Debtors and theCommittee to identify and assert potential claims against theFirst Lien Trustee, Mr. Levine explains.

Previous extension motions related to the Cash Collateral Orderfocused on avoiding "conflicting results" in the Federal DistrictCourt appeal filed by the First Lien Trustee and the AdversaryProceeding filed in the Bankruptcy Court concerning the MakeWhole Premium issue. Mr. Levine points out that the ExtensionMotions did not mention the extension of the deadline fixed bythe Final Cash Collateral Order with respect to other potentiallien challenges nor did the Bankruptcy Court refer to any issueother than the Make Whole Premium in entering the SchedulingOrder.

2. Debtors

The Debtors asked the Court to deny the Committee's request.

The Debtors argue that the Creditors Committee's proposed claimsagainst the First Lien Trustee lack merit. In addition, theCommittee's investigation of potential challenges to the FirstLien Debt is already completed. Thus, further extension of theInvestigation Termination Date is futile, the Debtors maintain.

Committee Talks Back

Michael S. Stamer, Esq., at Akin Gump Strauss Hauer & Feld, LLP,in New York, asserts that the Creditors Committee seeks furtherextension of the Investigation Termination Deadline to ensurethat parties are not required to now litigate inextricablyintertwined issues that are stayed in the Adversary Proceedingcommenced by the First Lien Trustee.

Mr. Stamer argues that prosecuting the challenges against theliens securing 2014 Notes now would result in the prosecution ofnot only the 2014 Lien Challenges but also compulsory crossclaims, counterclaims, and counter defenses in connection withboth the 2014 Lien Challenges and the Adversary Proceeding.

The requested extension is not an attempt by the Committee to re-write history and extend indefinitely the deadline to raise the2014 Lien Challenges, Mr. Stamer explains.

The Committee asked the Court to extend the InvestigationTermination Deadline pertaining to the alleged First Liensecurity interests until the date on which the Debtors and theCommittee are required to answer in the Adversary Proceeding.

Headquartered in San Jose, California, Calpine Corporation(OTC Pink Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers and communities with electricity from clean, efficient,natural gas-fired and geothermal power plants. Calpine owns,leases and operates integrated systems of plants in 21 U.S. statesand in three Canadian provinces. Its customized products andservices include wholesale and retail electricity, gas turbinecomponents and services, energy management and a wide range ofpower plant engineering, construction and maintenance andoperational services.

The company previously produced a portion of its fuel consumptionrequirements from its own natural gas reserves. However, in July2005, the company sold substantially all of its remaining domesticoil and gas assets to Rosetta Resources Inc.

The $1.9 million class F and the $1.3 million class G certificatesremain at 'CCC'.

The affirmations are the result of the transaction paydown andsubsequent increase in credit enhancement offsetting the overalldecline in the underlying credit tenants' ratings. As of the Nov.2006 distribution date, the pool has paid down 42.5% to$74.5 million from $129.4 million at issuance.

Currently 89.5% of the underlying credit tenants are belowinvestment grade, compared to 30.4% at issuance. There have beenno specially serviced loans and no realized losses since issuance.

Fitch is concerned with the two Winn-Dixie loans. On Feb. 21,2005, Winn-Dixie Stores, Inc. filed for Chapter 11 bankruptcyprotection. The Winn-Dixie loans, both secured by propertieslocated in Slidell, LA, represent 7.8% of the pool as of theNovember 2006 distribution date. While the bankruptcy filing isseen as a negative event for the pool, both stores are currentlyopen and operating.

Fitch will closely monitor future lease rejection announcements toassess the impact of any new developments to the pool.

CATHOLIC CHURCH: Portland Wants to Ink Joint Access Easement Pact-----------------------------------------------------------------The Archdiocese of Portland in Oregon seeks authority from theU.S. Bankruptcy Court for the District of Oregon to execute ajoint access easement and a warranty deed to:

-- adjust the property line between the St. Augustine Church property in Lincoln City, Oregon, and the adjacent property of John LoBello; and

-- grant a joint easement between the church property and the LoBello property.

Portland relates that St. Augustine Parish and Mr. LoBello haveagreed to adjust the property lines and to grant a joint drivewayand easement between those properties to be used by both theParish and Mr. LoBello on land formerly constituting a portion ofthe Eleventh Street that has been vacated by Lincoln City.

Portland says it needs to execute both the Joint Access Easementand the Warranty Deed.

Portland notes that the parish property does not belong to thebankruptcy estate. Rather, Portland says it holds bare legaltitle to the property and that St. Augustine Parish, as a separatejuridic person under Canon Law, is the beneficial owner of theChurch Property. The property is held by the Archdiocese intrust.

Portland believes that the transaction will have no detrimentaleffect, either monetary or otherwise, on the bankruptcy estate andis in the best interest of the Parish and its parishioners.

The Archdiocese of Portland in Oregon filed for chapter 11protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.Thomas W. Stilley, Esq., and William N. Stiles, Esq., at SussmanShank LLP, represent the Portland Archdiocese in its restructuringefforts. Albert N. Kennedy, Esq., at Tonkon Torp, LLP, representsthe Official Tort Claimants Committee in Portland, and scores ofabuse victims are represented by other lawyers. David A. Forakerserves as the Future Claimants Representative appointed in theArchdiocese of Portland's Chapter 11 case. In its Schedules ofAssets and Liabilities filed with the Court on July 30, 2004, thePortland Archdiocese reports $19,251,558 in assets and$373,015,566 in liabilities. (Catholic Church Bankruptcy News,Issue No. 73; Bankruptcy Creditors' Service, Inc.,http://bankrupt.com/newsstand/or 215/945-7000)

CATHOLIC CHURCH: Spokane Ct. to Hold Plan-Related Talks on Dec. 11------------------------------------------------------------------The U.S. Bankruptcy Court for the Eastern District of Washingtonwill conduct a scheduling conference on Dec. 11, 2006, relating tothe plans of reorganization and disclosure statement filed in theDiocese's case at the request of the Plan mediator, Judge GregZive, and through a stipulation of the parties undergoingmediation in the Chapter 11 case of the Catholic Diocese ofSpokane.

The Hon. Patricia C. Williams has vacated her prior rulingdirecting parties to file their Plans on or before Nov. 13, 2006.The Court cancelled the November 15 status conference on the Planmatters.

Judge Williams will also take up at the December 11 conferenceSpokane's requests to approve the settlement agreements withGeneral Insurance Company of America, ACE Property and CasualtyInsurance Company, Indiana Insurance Company, and Oregon AutoInsurance Company.

CEPHALON INC: Probe Result Says Company Marketed Drugs Illegally---------------------------------------------------------------- A Connecticut investigating team led by Attorney General RichardBlumenthal disclosed that Cephalon Inc. has been promoting itsdrugs for uses for which they are not approved, Reuters reports.

The statement follows the team's probe into the company's drugmarketing practices.

COMMUNITY GENERAL: Moody's Cuts Rating on $13.5MM Bonds to Ba3--------------------------------------------------------------Moody's Investors Service downgraded to Ba3 from Ba2 the ratingson $13.5 million of bonds issued by Community-General Hospital ofGreater Syracuse through the Onondaga County IndustrialDevelopment Authority.

The outlook is revised to negative from stable.

The downgrade is due to the significant decline in interim 2006operating performance, while the negative outlook reflects ourexpectation that liquidity will decline materially in 2007 whenCGH funds a large pension obligation.

While total inpatient admissions fell by a modest 0.5%, inpatientsurgeries declined by nearly 7%, contributing to a 1% decline intotal revenues. The volume declines were attributable to thedeparture of one of two hospitalists, a mild flu season and theloss of endoscopy and radiology procedures to physician offices.Physical medicine and rehabilitation revenues were hurt byMedicare's "75% rule", which reduces reimbursement for less acuteconditions. CGH demonstrated success in the orthopedic arena,with procedures rising 14% through interim 2006, but not enough tooffset losses in ENT, thoracic, GYN and ophthalmic surgery.

Staff levels had been increased based on optimistic expectationsfor FY2006 which had assumed continuation of the trend ofincreased inpatient admissions experienced in 2005 over 2004levels. Actual inpatient volumes have fallen 6% short of budgetthrough 9-months 2006 and the hospital was unable to flex staffquickly enough in concert with the reduced volume.

Total FTEs actually increased from 977 as of Dec. 31, 2005 to1,000 as of Sept. 30, 2006, despite a 25-person layoff in June.Management is looking for additional ways to control staff andnon-staff expenses but is limited by its unionized workforce.Unfortunately, the high level of union representation has createdadditional disruption, despite management having negotiatedreasonable unit wage increases over the next three years.

CGH is pursuing additional revenue growth and has been successfulrecruiting additional physicians in 2006, including twohospitalists, two neurologists, two oncologists, three orthopedicsurgeons and a urologist. The total active staff of 320 iscomparatively large for a hospital of CGH's relatively small size,having grown steadily from 272 physicians since 2001.

In addition to orthopedic/spine surgery, the hospital recentlyopened its first diagnostic cath lab, has leased space and staffto two neurologists on campus and has invested in its physicalmedicine and rehabilitation program. However, Moody's cautionthat the other three hospitals in Syracuse are, on average, twiceas large as CGH and provide a more extensive array of clinicalservices.

Moody's biggest credit concern is CGH's liquidity. Days cash onhand fell from 65 days at the end of 2004 to 52 days at the end of2005, largely due to a decline in operating performance and a $1.8million increase in pension funding.

While unrestricted liquidity has remained relatively stablethrough Sept. 30, 2006, the hospital faces large pension fundingobligations in 2007. Similar to many other hospitals, CGH hasseen its under-funded pension obligation rise significantly, from$7 million in 2001 to $28 million in 2005. Management anticipatesmaking cash pension contributions of $9.4 million in 2007, asizable increase from the $2.3 million expected to be funded in2006.

This 2007 payment represents a substantial 31 days cash on hand;management has already segregated $5.5 million of its unrestrictedcash to be used for this purpose which is included in ourcalculation of unrestricted cash at Sept. 30, 2006.

Moody's is also concerned by discussions involving the County andCGH regarding its potential affiliation with the County'sfinancially-troubled 526-bed nursing home, which shares a commoncampus with CGH.

Although Moody's understand that the County government recentlyadopted its 2007 budget which continues County sponsorship of thenursing home, Moody's is concerned that at some point politicalpressure could be brought to bear on CGH to accept sponsorship,although CGH has stated it would consider affiliation only if itwere financially protected.

Outlook

The revision in the outlook to negative from stable is based onour belief that liquidity will fall to dangerously low levels,approaching 20 days cash on hand during 2007, due to the need tofund $9.4 million in pension obligations.

What could change the rating--up

Increase in liquidity and operating performance to the levelsexperienced during 2003-2005.

What could change the rating--down

Decline in liquidity or inability to improve upon the 2006operating performance.

Key Indicators

Assumptions & Adjustments:

-- Based on financial statements for Community General Hospital of Greater Syracuse

-- First number reflects audit year ended December 31, 2005

-- Second number reflects annualized 9-month income statement ended Sept. 30, 2006 but balance sheet as of Oct. 31, 2006

-- Investment income and contributions have been reclassified from operating revenues to non-operating income

COMMUNITY HEALTH: New Loan Cues Moody's to Hold Low-B Ratings-------------------------------------------------------------Moody's Investors Service affirmed the ratings of Community HealthSystems, Inc. after the report of a proposed $300 million add-onterm loan.

The incremental term loan would leave $100 million of theaccordion feature included in the existing credit facility. Theborrower is the intermediate holding company, CHS/Community HealthSystems, Inc.

Moody's expects the company to use the proceeds from the expandedterm loan to repay amounts outstanding under its revolver. Thecompany used the revolver to partially fund several acquisitionsof healthcare service providers, including most recently twohospitals acquired in Nov. 2006 and a home health agency acquiredin October 2006.

As of Sept. 30, 2006, Community Health had $272 millionoutstanding under the revolving credit facility. Remainingproceeds will be used for general corporate purposes.

The increased leverage from the term loan add-on is somewhatoffset by the conversion to equity of its $287.5 millionconvertible subordinated notes, completed in Jan. 2006. Theaffirmation of the ratings reflects the modest change in the proforma credit metrics resulting from the incremental term loan.

The SGL-2 rating is unaffected by the proposed action. Despitethe near-term enhancement to the availability of externalliquidity from the pay down of the revolver, Moody's believes theoverall liquidity profile of the company is substantiallyunchanged given the expectation of a continuation of CommunityHealth's aggressive acquisition strategy and significant capitalspending.

The Ba3 Corporate Family Rating is supported by the company'sscale and competitive position as the largest operator of ruralhospitals in the US. In addition, because of the company's focuson non-urban markets, many of Community Health's hospitals benefitfrom limited competition. Pricing, measured as year over yeargrowth in same-facility revenue per adjusted admission, has alsoremained favorable for Community Health and is expected to remainstable in future periods.

In addition the rating reflects Community Health's favorableoperating history and demonstrated ability to improve margins atacquired hospitals. Despite the company's acquisitive nature,leverage has remained measured.

The rating is constrained by the risk associated with thecompany's acquisition program and tendency to acquire under-performing facilities. Community Health has pursued an aggressiveacquisition strategy in 2006, acquiring eight hospitals and threehome health agencies in the first ten months of the year andfunding a portion of these transactions through the use of itsrevolver.

Further, given the current performance of hospital sector stocksand recent calls to increase shareholder value within the sector,Moody's believes there is increased risk associated with theimplementation of shareholder initiatives.

The rating also reflects broader hospital industry trends,including weak volume growth and increasing bad debt expense,which has affected Community Health and much of the rated peergroup. The growing number of uninsured individuals in the US andincreased competition from alternative service providers arecontributing to these trends in the hospital industry.

Moody's expects increases in revenues, operating profits and cashflow driven by both acquired and organic growth. However, Moody'santicipates this growth to be more moderate in future periods dueto industry wide volume and bad debt trends. The company shouldcontinue to generate stable operating cash flow and free cashflow, however, Moody's believes free cash flow may be insufficientto fund the company's acquisition program.

Given the expectation that the company will likely continue togrow through acquisitions and not repay debt, Moody's does notexpect significant improvement in credit metrics over the nearterm. However, Moody's could consider changing the outlook topositive of upgrading the ratings if the company can achievesustained improvement in operating cash flow coverage of adjusteddebt through continued growth.

Moody's may consider downgrading the ratings if the company'scredit metrics deteriorate as a result of any of several factors,including a decline in admission trends, a continued increase inbad debt expense, unfavorable reimbursement or pricing trends, andaggressive acquisition activity.

Additionally, Moody's may consider changing the outlook ordowngrading the ratings if the company pursues a large debtfinanced acquisition or adopts significant shareholderinitiatives, such as a large share repurchase or dividend.

The Honorable Alan H.W. Shiff directed Larry Langer, Arthrr LLC,and Bermuda Cliffs to release and discharge the Debtors and theirsubsidiaries, affiliates, successors, agents, and attorneys fromall claims and causes of action in connection with Bermuda Cliffshaving been a Debtor in the Chapter 11 cases.

As reported in the Troubled Company Reporter on Oct. 2, 2006,Nicholas H. Mancuso, Esq., at Dechert LLP, in Hartford,Connecticut, told the Court that Bermuda Cliffs was formedpursuant to the Delaware Limited Liability Company Act and incontemplation of a business prospect in Bermuda, but that businessnever materialized. Mr. Mancuso noted that Bermuda Cliffs wasnever capitalized by any Tanner & Haley entity, no operatingagreement was ever executed for it, and the Debtors never usedBermuda Cliffs for any purpose. Bermuda Cliffs' bankruptcypetition disclosed that it had no assets or operations.

Mr. Mancuso informed the Court that Mr. Langer, then a managerand officer of the Debtors, amended Bermuda Cliffs' certificateof formation to change its name to Arthrr LLC, on Feb. 28, 2005.In addition, before the Debtors' bankruptcy filing, Mr. Langerexecuted an operating agreement pursuant to which he was theexclusive managing member. Mr. Mancuso said that under theoperating agreement, Mr. Langer capitalized the company with hisown funds for the eventual purpose of conducting his own businessin Arizona.

Mr. Langer currently remains the sole member and manager ofArthrr. Mr. Langer has resigned from the Debtors effective as ofAug. 28, 2006.

According to Mr. Mancuso, the Debtors have never been involved inany of Arthrr's operations and were unaware of the name changeand subsequent capitalization and use of Arthrr by Mr. Langerbefore the Debtors' bankruptcy filing.

On Sept. 8, 2006, Mr. Langer sent a letter to the Debtorsconfirming that:

(i) no Tanner & Haley entity has ever had any member interest or other interest in Arthrr;

(ii) Arthrr has never had any member interest or other interest in any Tanner & Haley entity; and

(iii) no current or prior asset of Arthrr was transferred to Arthrr directly or indirectly from any Tanner & Haley entity.

Moreover, Mr. Mancuso said, counsel for Arthrr has informed theDebtors that the filing of Bermuda Cliffs' bankruptcy petitionhas caused Arthrr to be in default under certain agreements, noneof which the Debtors are a party to or are even aware of, and hasotherwise significantly restricted its ability to conductbusiness.

(1) Arthrr has no connection with the Debtors. Arthrr does not contain any assets that are the property of the Debtors' estates, and it is not an affiliate of any of the Debtors;

(2) Arthrr and the Debtors are not responsible for the obligations of each other;

(3) The administration of Bermuda Cliffs' case would inevitably lead only to confusion and delay the course of the other Debtors' cases, especially if Arthrr's creditors assert that their claims cannot be treated alongside of those of the other Debtors.

The Debtors reserve any and all claims that they may have againstMr. Langer, whether related to Arthrr, Bermuda Cliffs, orotherwise.

Complete Retreats and its debtor-affiliates filed for chapter 11protection on July 23, 2006 (Bankr. D. Conn. Case No. 06-50245).Nicholas H. Mancuso, Esq. and Jeffrey K. Daman, Esq. at DechertLLP represent the Debtors in their restructuring efforts. MichaelJ. Reilly, Esq., at Bingham McCutchen LP, in Hartford,Connecticut, serves as counsel to the Official Committee ofUnsecured Creditors. No estimated assets have been listed in theDebtors' schedules, however, the Debtors disclosed $308,000,000 intotal debts.

The Debtors' exclusive period to file a plan expires onFebruary 18, 2007. They have until April 19, 2007, to solicitacceptance to that plan. (Complete Retreats Bankruptcy News,Issue No. 15; Bankruptcy Creditors' Service Inc.,http://bankrupt.com/newsstand/or 215/945-7000).

COMPLETE RETREATS: Court Moves Lease Decision Deadline to Feb. 18-----------------------------------------------------------------The U.S. Bankruptcy Court for the District of Connecticut extendedComplete Retreats LLC and its debtor-affiliates time to assume orreject unexpired non-residential real property leases to Feb. 18,2007, without prejudice to the Debtors' right to seek additionalextensions.

The Court will determine the assumption or rejection of theDebtors' leases with Fideicomiso at a later date.

In the ordinary course of their businesses, the Debtors areparties to several unexpired non-residential real propertyleases. The Debtors have yet to determine whether it is in thebest interests of their estates and their creditors to assume orto reject the leases.

In their request, as published in the Troubled Company Reporter onNov. 2, 2006, the Debtors told the Court that they are still inthe process of analyzing the necessity of the leases in connectionwith their development of a long-term business plan and anticipateassuming or rejecting the Leases in the near future.

Complete Retreats and its debtor-affiliates filed for chapter 11protection on July 23, 2006 (Bankr. D. Conn. Case No. 06-50245).Nicholas H. Mancuso, Esq. and Jeffrey K. Daman, Esq. at DechertLLP represent the Debtors in their restructuring efforts. MichaelJ. Reilly, Esq., at Bingham McCutchen LP, in Hartford,Connecticut, serves as counsel to the Official Committee ofUnsecured Creditors. No estimated assets have been listed in theDebtors' schedules, however, the Debtors disclosed $308,000,000 intotal debts.

The Debtors' exclusive period to file a plan expires onFebruary 18, 2007. They have until April 19, 2007, to solicitacceptance to that plan. (Complete Retreats Bankruptcy News,Issue No. 15; Bankruptcy Creditors' Service Inc.,http://bankrupt.com/newsstand/or 215/945-7000).

CONSUMERS ENERGY: Restructures Executive Team to Raise Efficiency-----------------------------------------------------------------Consumers Energy Company is restructuring its executive team asthe first step to improve operating efficiency, reliability, andcustomer service.

"This new structure will help us improve customer service bymaking our operations more effective, productive, and flexible,"John Russell, president and chief operating officer, said.

"We are eliminating our separate electric and gas businessoperating structures and aligning our leadership andorganizational structure along major functional lines such asoperations, construction, and engineering," Mr. Russell said,adding that the new structure also will support the development ofneeded new generation capacity.

Mr. Russell said the new executive structure will be implementedDecember 1 and full implementation of the reorganization isexpected early in 2007.

The executive changes are:

-- Frank Johnson, senior vice president of electric transmission and distribution, will become the senior vice president of energy operations and will have overall responsibility for the operation and maintenance of the electric and natural gas delivery systems, including natural gas storage.

-- Paul Preketes, senior vice president of gas operations, will become the senior vice president of energy delivery and will be responsible for the engineering and planning for the electric and natural gas distribution assets.

-- Robert Fenech, senior vice president of nuclear, fossil, and hydro operations, will assume a transition leadership role, pending his retirement in June 2007. Mr. Fenech will manage the completion of the sale of the Palisades nuclear power plant, and will continue to represent Consumers Energy on the Nuclear Management Company Board of Directors.

-- James Coddington, vice president of fossil operations, will be vice president of generation operations and will be responsible for the operation of all of the Company's fossil fueled and hydroelectric generating units.

-- Jack Hanson, Campbell Generating Complex site business manager, will be vice president of generation engineering and services and will responsible for engineering, environmental, and technical support for the utility's generating units.

-- James Pomaranski, executive manager of Title I projects and responsible for the Company's $800 million construction program to reduce emissions at its major coal-fired units, will be vice president of generation construction, responsible for construction project management at Consumers Energy's existing generating plants as well as construction of new generation for the utility.

-- Ronn Rasmussen, executive director of rates and business support, will be vice president of rates and regulation.

Headquartered in Jackson, Michigan, Consumers Energy Company-- http://www.consumersenergy.com/-- a wholly owned subsidiary of CMS Energy Corporation, is a combination of electric and naturalgas utility that serves more than 3.3 million customers inMichigan's Lower Peninsula.

* * *

Consumers Energy carries Fitch's 'BB' on its LT Issuer DefaultRating, a 'BB+' on its Bank Loan Debt Rating, a 'BB' on its SeniorUnsecured Debt Rating, and a 'BB-' on its Preferred Stock Rating.

Consumers Energy also carries Moody's 'Ba2' on Preferred StockRating. It also carries S&P's 'BB' on both LT Foreign IssuerCredit and LT Local Issuer Credit Ratings.

The rating affirmations reflect the stable pool performance andminimal paydown since issuance. As of the Oct. 2006 distributiondate, the pool has paid down 0.4% to $2.93 billion from$2.94 billion at issuance.

There are currently three loans in special servicing.

The first specially serviced loan is secured by a 146-unitmultifamily property in Columbus, Ohio. The loan was transferredto the special servicer after the loan became 60+ day delinquent.The special servicer is pursuing foreclosure.

The second specially serviced loan is secured by a 18,260 squarefoot retail property in Sinking Spring, Pennsylvania. The loanwas transferred to the special servicer after the borrower wasarrested for fraud. The property is under contract forliquidation and no losses are expected.

The third specially serviced loan is secured by a 43-unitmultifamily in Battle Creek, Michigan. The loan was transferredto the special servicer due to monetary default. The specialservicer is pursuing foreclosure. Fitch expects significantlosses on this loan, which will be absorbed by the non-ratedclass S.

375 Park Avenue is secured by a 791,993 SF office property in NewYork City. Occupancy as of Aug. 7, 2006 increased to 98.4% from95% at issuance.

120 Wall Street is secured by a 607,172 SF office property on WallStreet in New York City. Occupancy as of June 30, 2006 increasedto 99.5% from 99% at issuance.

Northland Center Mall is secured by a 537,716 SF retail propertyin Southfield, Michigan. The occupancy as of June 30, 2006increased to 87.9% from 87% at issuance.

MK Plaza is secured by a 552,490 SF office property in Boise,Idaho. Occupancy as of Aug. 15, 2006 decreased to 90% from 92% atissuance.

CRESCENT REAL: Reports $9.3MM of Net Income in 2006 Third Quarter-----------------------------------------------------------------Crescent Real Estate Equities Company has filed its third quarterfinancial statements for the three months ended Sept. 30, 2006,with the Securities and Exchange Commission.

The Company earned $9.3 million of net income on $204.6 million ofnet revenues for the three months ended Sept. 30, 2006, comparedto a $79.6 million of net income on $210.4 million of net revenuesfor the same period in 2005.

At Sept. 30, 2006, the Company's balance sheet showed $4.3 billionin total assets and $3.1 billion in total liabilities.

During 2006, the Company conducted an extensive review of itsstrategic alternatives, and in late August received an offer topurchase certain of its assets.

The Company's Board of Trust Managers established a specialcommittee of independent trust managers to assist in itsconsideration of strategic alternatives and to respond to theoffer that was received. The Special Committee hired anindependent investment banker and counsel to assist with itsreview. The Special Committee has rejected the offer received,and the Company is continuing to review its strategicalternatives.

The Company does not expect to make any further announcements orprovide any further updates regarding its strategic review untilthe review has been completed or federal securities laws otherwiserequire an announcement.

Due to its review of strategic alternatives, the Company will notprovide further earnings guidance until the review process hasbeen completed. Accordingly, the Company withdraws its previouslydisclosed 2006 FFO guidance and 2007 FFO target. In addition, theCompany's ability to meet its prior 2006 FFO guidance will bedependent on the occurrence of several significant events, none ofwhich is certain.

Leasing Activity

The Company leased 1.3 million net rentable square feet during thethree months ended Sept. 30, 2006, of which 800,000 square feetwere renewed or re-leased. The weighted average full servicerental rate (which includes expense reimbursements) increased 3%from the expiring rates for the leases of the renewed or re-leasedspace. All of these leases have commenced or will commence withinthe next twelve months. Tenant improvements related to theseleases were $1.43 per square foot per year, and leasing costs were$1.03 per square foot per year.

The Company leased 3.8 million net rentable square feet during thenine months ended Sept. 30, 2006, of which 2.1 million square feetwere renewed or re-leased. The weighted average full servicerental rate (which includes expense reimbursements) increased 2%from the expiring rates for the leases of the renewed or re-leasedspace. All of these leases have commenced or will commence withinthe next twelve months. Tenant improvements related to theseleases were $1.90 per square foot per year, and leasing costs were$1.12 per square foot per year.

Lease Termination Fees

The Company earned $8.6 million and $32.8 million of leasetermination fees during the three months and nine months endedSept. 30, 2006, respectively. This compares to $5.3 million and$7.9 million of lease termination fees earned during the threemonths and nine months ended Sept. 30, 2005, respectively. Theincrease in lease termination fees is primarily the result ofaccelerated termination fees due to releasing of space previouslyoccupied by El Paso Corporation in Greenway Plaza in Houston,Texas. The Company's policy is to exclude lease termination feesfrom its same-store NOI calculation.

Disposition

On Sept. 26, 2006, the Company sold Four Westlake Park, a 561,065square-foot office property in Houston, Texas, in which Crescentowned a 20% stake in a joint venture with a pension fund. Theoffice property was sold for $122 million, or $217 per squarefoot. Crescent recognized in net income a gain on the sale of$24.2 million. Included in this gain is $14.7 million, which isattributable to Crescent's promoted interest and is recognized inFFO, as adjusted, as of Sept. 30, 2006.

Development

Paseo Del Mar, a 232,330 square-foot office property in the DelMar Heights submarket of San Diego, California, was completed andplaced into service in August 2006. The Company owns an 80%interest in the property through a joint venture with JMI Realty.The property is currently 70% leased.

Cash Dividend

On Oct. 13, 2006, the Company announced that its Board of TrustManagers had declared cash dividends of $0.375 per share for itsCommon Shares, $0.421875 per share for its Series A ConvertiblePreferred Shares, and $0.593750 per share for its Series BRedeemable Preferred Shares. The dividends are payableNov. 15, 2006, to shareholders of record on Oct. 31, 2006.

About Crescent

Headquartered in Fort Worth, Texas, Crescent Real Estate EquitiesCompany (NYSE: CEI) -- http://www.crescent.com/-- is one of the largest publicly held real estate investment trusts in the nation.Through its subsidiaries and joint ventures, Crescent owns andmanages a portfolio of 75 premier office buildings totaling 31million square feet located in select markets across the UnitedStates, with major concentrations in Dallas, Houston, Austin,Denver, Miami and Las Vegas. Crescent also makes strategicinvestments in resort residential development, as well asdestination resorts, including Canyon Ranch(R).

DANA CORP: Files Unredacted Term Sheet on Burns, et al. Employment------------------------------------------------------------------Dana Corporation and its debtor-affiliates filed with the U.S.Bankruptcy Court for the Southern District of New York a termsheet summarizing their proposed long-term incentive plan forMichael Burns and his key executives, Paul Miller, Nick Stone, TomStanage, Michael DeBacker and Ralf Goettel.

The Debtors propose to pay up to $4,500,000 as performance-basedincentive to Mr. Burns in 2007 and up to $2,250,000 in 2008. TheDebtors also propose to pay up to $3,180,000 as performance-basedincentives for all the Other Senior Executives in 2007 and up to$1,590,000 in 2008.

The Term Sheet reflects the Debtors' EBITDA level targets for theyears 2007 and 2008, and the compensation of the SeniorExecutives in accordance with the achieved EBITDA levels:

Year Michael Burns Other Executives ---- ------------- ---------------- 2007 Achievement of EBITDAR of Achievement of EBITDAR $250,000,000 for payment of $250,000,000 for of first $3,000,000. payment of first $497,778 for Mr. Miller, first $422,222 for Messrs. Stone, Stanage and Goettel, and $355,556 for Mr. DeBacker.

Payment of additional 75 bps Payment of 12 bps for on 2007 EBITDAR in excess of Mr. Miller, 11 bps for $250,000,000, subject to a Messrs. Stone, Stanage cap of $350,000,000. and Goettel and 9 bps for Mr. DeBacker on EBITDAR in excess of $250,000,000, subject to a cap of $350,000,000.

Additional payment of 75 bps Additional payment of on 2007 EBITDAR in excess of bps for Mr. Miller, 11 $350,000,000, subject to a bps for Mr. DeBacker on cap of $450,000,000. EBITDAR in excess of $350,000,000, subject to a cap of $450,000,000.

2008 Achievement of EBITDAR of Achievement of EBITDAR $375,000,000 for payment of $375,000,000 for of first $500,000. payment of first $82,963 for Mr. Miller, $70,370 for Messrs. Stone, Stanage, and Goettel, and $59,259 for Mr. DeBacker.

Payment of additional 100 Payment of 17 bps for bps on EBITDAR in excess of Mr. Miller, 14 bps for $375,000,000, subject to a Messrs. Stone, Stanage cap of $450,000,000. and Goettel and 12 bps for Mr. DeBacker on EBITDAR in excess of $375,000,000, subject to a cap of $450,000,000.

Additional payment of 50 bps Additional payment of 8 on EBITDAR in excess of bps for Mr. Miller, 7 $450,000,000, subject to a bps for Messrs. Stone, cap of $650,000,000. Stanage and Goettel, and 6 bps for Mr. DeBacker on EBITDAR in excess of $450,000,000, subject to a cap of $650,000,000.

In October 2006, the Debtors asked the Court to reconsider andclarify certain provisions of its order denying the proposedcompensation for Mr. Burns and his five key executives of his coremanagement team, complaining that the Order did not directlyaddress the supplement they filed on Sept. 4, 2006.

In the Sept. 4 Supplement, the Debtors proposed an incentivecompensation program based entirely on the Senior Executives'achievement of certain performance benchmarks and addedprovisions to the proposed assumption of the Senior Executives'retirement benefits that maintained parity with the treatment ofnon-executive pensions in their Chapter 11 cases.

The Court denied the Debtors' proposed compensation for Mr. Burnsand five key executives of his core management team, holding,among others, that the proposed Compensation included both theelements of a "Pay to Stay" compensation plan subject to thelimitations of Section 503(c) of the Bankruptcy Code and, a"Produce Value for Pay" plan to be scrutinized through thebusiness judgment lens of Section 363.

Diana G. Adams, acting United States Trustee for Region 2, askedthe Court to deny the Debtors' request arguing that it theDebtors' reconsideration motion is procedurally and substantivelydefective.

The Official Committee of Non-Union Retirees joined in the U.S.Trustee's objection, contending that the Debtors' request isneither a motion for clarification nor for reconsideration.

About Dana Corporation

Toledo, Ohio-based Dana Corp. -- http://www.dana.com/-- designs and manufactures products for every major vehicle producer in theworld, and supplies drivetrain, chassis, structural, and enginetechnologies to those companies. Dana employs 46,000 people in 28countries. Dana is focused on being an essential partner toautomotive, commercial, and off-highway vehicle customers, whichcollectively produce more than 60 million vehicles annually.

The company and its affiliates filed for chapter 11 protection onMar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354). As ofSept. 30, 2005, the Debtors listed $7,900,000,000 in total assetsand $6,800,000,000 in total debts.

The company suspended its share repurchase program in mid-September and, therefore, only spent $335 million to repurchase 15million shares.

Investigation Update; Preliminary Results Subject to Change

The U.S. Securities and Exchange Commission and the Company'sAudit Committee have been conducting investigations into certainaccounting and financial reporting matters, including thepossibility of misstatements in prior period financial reports,and the company previously received a related subpoena from theUnited States Attorney for the Southern District of New York.

Due to questions raised in connection with these ongoinginvestigations, the Company has not filed the Form 10-Q for itsfiscal second quarter ended Aug. 4, 2006, and does not expect tobe able to timely file its Form 10-Q for the fiscal third quarterended November 3, 2006. As a result, all of the company'sfinancial results should be considered preliminary, and aresubject to change to reflect any necessary corrections oradjustments, or changes in accounting estimates, that areidentified prior to the time the company is in a position tocomplete these filings.

In addition, the preliminary results for the second and thirdquarters could be affected by any restatements of prior periodfinancial statements that are required as a result of anyconclusions reached by the investigations. No determination hasbeen made as to whether restatements of prior period financialstatements will be required.

The company is not currently able to predict the extent orsignificance of any such changes, and those changes couldmaterially affect the reported preliminary results, as well as thepreviously announced results for the second quarter.

Summary of Third Quarter Results

In the quarter, the company achieved a better balance ofliquidity, profitability and growth, which was driven by animproved mix of products worldwide. In addition, the companycontinued to focus its actions to strengthen product lines,particularly in the enterprise, improve customer experience, andaccelerate growth outside the U.S.

Desktop to Data Center; Broadest Product Portfolio in Dell's History

Dell began shipping two new PowerEdge servers featuring AMDOpteron processors, providing customers an additional choice forhigh-performance two-socket and four-socket systems. The companyalso launched the industry's first standards-based Quad-Coreprocessors for two-socket blade, rack and tower servers. Combinedwith the 9G servers launched last quarter with Intel Xeon 5100series processors, Dell now provides the broadest selection ofindustry-standard servers in its history. In the quarter, serverrevenue was $1.5 billion on 12% unit growth.

In storage, revenue was $577 million and the company announced afive-year extension to its partnership with EMC.

In client systems, the company launched quad core processors onits XPS 710 Extreme desktop as well as on Dell Precisionworkstations. In addition, the company launched its 64-bit dualcore Dimension and OptiPlex systems, and Dell Latitude andInspiron notebooks featuring AMD processors.

Mobility revenue was $3.9 billion on 17 percent unit growth.Desktop revenue was $4.7 billion on negative 5 percent unitgrowth. In both cases, growth was impacted by the company'sdecision to focus on more profitable products.

In software and peripherals, revenue was $2.3 billion. Enhancedservices revenue was $1.4 billion. The company's new PlatinumPlus offering drove an increase in premium service contracts year-over-year and the company now has more than 300 Platinum Pluscustomers.

Strong Unit Growth in APJ and Emerging Markets

In the Asia-Pacific and Japan region, revenue was $1.9 billion onunit growth of 23 percent, as the company gained 1.4 share pointsyear-over-year. Led by 33 percent unit growth in China, Dell wasalso the fastest growing among the top five vendors in the region,growing at nearly three times the growth rate of the industry. InIndia, units were up 93 percent and to more efficiently serve thegrowth in this market, Dell plans to open manufacturing operationsthere early next year.

In Europe, Middle East and Africa, where the company took a morebalanced approach to pricing, revenue was $3.3 billion with unitgrowth of 9 percent. Dell also recently announced its secondmanufacturing location for EMEA to be located in Lodz, Poland, toprovide more timely delivery to customers in Central and EasternEurope.

In the Americas, revenue was $9.2 billion on unit growth ofnegative 4 percent. Unit growth was 37 percent in Brazil and 19percent in Canada.

Customer Experience Improvement Led by "Resolve in One"

The company has been investing an incremental $150 million thisyear on its Customer Experience initiatives and is seeing signs ofimprovement in key external and internal indicators. Byincreasing the number of agents, average hold times for U.S.customers have been reduced from nine minutes to three minutes inthe past year. In addition, the company has reduced calltransfers by over 30 percent and has improved first contactresolution rates by 20%. "Resolve in One" reflects Dell's goal toresolve issues to a customer's satisfaction on initial contact.

Company Outlook

The company said that the actions it has taken to drive improvedoperating and financial performance long-term with a betterbalance of liquidity, profitability and growth are starting totake hold. However, in the near term, improvement in growth andprofitability may not be linear due to a variety of factors,including the timing of continued investments in CustomerExperience, global expansion, and new product introductions, aswell as a muted seasonal uplift due to changes in the mix ofproduct and regional profit. In addition, the fourth quarter offiscal year 2006 included one extra week.

DUN & BRADSTREET: Sept. 30 Equity Deficit Widens to $187.9 Million------------------------------------------------------------------The Dun & Bradstreet Corporation reported $45.8 million of netincome on $359.2 million of net revenues for the three monthsended Sept. 30, 2006, compared to $31.7 million of net income on$341.6 million of net revenues for the same period in 2005.

At Sept. 30, 2006, the Company's balance sheet showed $1.4 billionin total assets and $1.6 billion in total liabilities, resultingin a $187.9 million stockholders' deficit.

The Company's Sept. 30 balance sheet also showed strainedliquidity with $526.5 million in total current assets available topay $729.2 million in total current liabilities.

D&B has signed an agreement with Huaxia International CreditConsulting Co. Limited -- a provider of business information andcredit management services in China -- to establish a new jointventure to trade under the name Huaxia D&B China. D&B will be themajority shareholder in the new venture, which the Company expectswill commence business in early December, subject to completion ofcertain regulatory and contractual conditions. Additionalfinancial details are not being disclosed.

Huaxia D&B China is expected to significantly improve D&B'squality and coverage of commercial data in China and enhance theCompany's competitive position in the Asia-Pacific market. Thejoint venture will leverage the parent companies' best-in-classdata collection capabilities and the D&B Worldwide Network todeliver superior commercial insight and value to customers aroundthe world. The new entity will distribute both D&B and co-brandedproducts and solutions throughout China. In addition, the parentcompanies will jointly develop new business information and creditmanagement solutions.

About D&B

The Dun & Bradstreet Corporation (NYSE:DNB) -- http://www.dnb.com/-- provides business information and insight, enabling companiesto Decide with Confidence(R) for 165 years. D&B's globalcommercial database contains more than 100 million businessrecords. The database is enhanced by D&B's proprietaryDUNSRight(R) Quality Process, which transforms the enormous amountof data D&B collects daily into decision-ready insight. Throughthe D&B Worldwide Network - an unrivaled alliance of D&B andleading business information providers around the world -customers gain access to the world's largest and highest qualityglobal commercial business information database.

D&B partners with many of the world's largest and most successfulenterprises as well as mid-size companies and entrepreneurialstart-ups. Customers use D&B Risk Management Solutions(TM) tomitigate credit risk, increase cash flow and drive increasedprofitability; D&B Sales & Marketing Solutions(TM) to increaserevenue from new and existing customers; D&B E-BusinessSolutions(TM) to convert prospects into clients faster by enablingbusiness professionals to research companies, executives andindustries; and D&B Supply Management Solutions(TM) to generateongoing savings through supplier consolidation, and to protecttheir businesses from supply chain disruption and seriousfinancial, operational and regulatory risk.

DURA AUTOMOTIVE: Gets Interim Court Okay for Customer Programs--------------------------------------------------------------DURA Automotive Systems Inc., pursuant to Sections 105(a), 363,1107(a), and 1108 of the Bankruptcy Code, obtained, on an interimbasis, the U.S. Bankruptcy Court for the District of Delaware'sauthorization to:

(a) perform their prepetition obligations related to the foregoing Customer Programs; and

(b) continue, renew, replace, implement new, or terminate their Customer Programs, in the ordinary course of business, without further application to the Court.

The Debtors sought to continue their Customer Programs as theyhave proven:

Before filing for chapter 11 protection, and in the ordinarycourse of their businesses, the Debtors engaged in certainpractices to develop and sustain positive reputations in themarketplace for their products and services, including warrantyobligations, customer rebates, price reductions, and tooling andsteel debit programs.

The Debtors desire to continue, during the postpetition period,the cost-effective Customer Programs that were beneficial to theirbusinesses during the period prior to their filing for chapter 11protection, relates Mark D. Collins, Esq., at Richards, Layton &Finger, P.A., in Wilmington, Delaware.

Warranty Obligations

The Debtors' Customer Programs include ordinary course warrantyobligations with their various industrial and indirect retailcustomers. Consistent with common industry practices, the Debtorsissue warranties related to the various products and materialsthey produce. With respect to their automotive componentproducts, the Debtors generally participate in their customers'warranty sharing or warranty recovery program.

According to Mr. Collins, OEM-related Warranty Obligationsgenerally mirror the OEM's warranty to its customer. However, insome cases, the Debtors' Warranty Obligations to the OEM may runas long as fifteen years. The Debtors also provide warrantieswith respect to their recreation, mass transit and heavy-dutycommercial and industrial markets. While most component partssupplied to the recreation vehicle market are warranted for two tothree years, there are exceptions where broader warranties existfor specific product lines and customers.

The Debtors accrue warranty liabilities on their balance sheet.Based on their historical warranty claims, the Debtors estimatethat claims related to the Warranty Obligations, if any, are notlikely to exceed $5,000,000 for warranties issued prior to theCommencement Date.

Moreover, the Debtors' products often contain parts and assembliessupplied by certain vendors, many of which are under warranty fromthose vendors. In other words, if one of these parts orcomponents fails, or is part of a warranty claim against theDebtors, the Debtors may have recourse back against the vendor whosupplied the part or component, Mr. Collins relates.

Customer Rebates

The Debtors provide rebates and incentives to certain customers tosupport the development and marketing of their various products.Most Customer Rebates are determined and issued to customers basedon designated purchasing thresholds. The Customer Rebates are anintegral part of the Debtors' incentive package to theircustomers.

In the ordinary course, the Debtors accrue expense reserves forthe Customer Rebates based upon the terms of the existingagreements with the relevant customers. For example, if acustomer purchases a certain amount of product, they will beentitled to a percentage rebate for each pre-determined thresholdthey reach. The majority of these Customer Rebates are issued tocustomers of the Atwood Mobile Products segment. For the 2005fiscal year, the Debtors issued a$625,000 in Customer Rebatesrelated to the Atwood companies.

Price Reduction Programs

Pursuant to negotiated price reductions, the Debtors providecertain of their OEM Customers with purchase order piece pricereductions. That is, the Debtors provide either percentage ordollar value discounts on the purchase of parts or systems, and incertain instances, the discounts are not realized for some periodof time.

Additionally, the Debtors accrue for potential cash refunds toCustomers for estimated potential overpayments by Customers. Asof Sept. 30, 2006, and pursuant to the Price Reduction Programs,the Debtors have accrued but unrealized purchase order piece pricereductions and potential refunds in the amount of approximately$5,000,000.

Tooling

The Debtors also perform certain "middle-man" functions on behalfof many of their customers related to the purchasing of toolingequipment.

In many cases, the Debtors need to acquire specialized toolingequipment in order to produce the end products ordered by theircustomers. In these situations, the customer will often intend toown the specialized tooling equipment and will use the Debtors tosub-contract the tool production work and to perform qualitycontrol assessments. The tooling would in most instances, be usedby the Debtors at their location, although the customer wouldretain title to the tooling.

The Debtors technically buy the tooling from third-partysuppliers, but the customer will either advance funds to theDebtors prior to payment of the third-party toolmaker or willreimburse the Debtors for funds the Debtors paid to the third-party toolmaker for the specialized tooling. In these instances,the Debtors have no equitable interest in either the tooling orthe funds advanced by the customers. The Debtors, out of anabundance of caution, request the Court's authority to continue toserve as a middle-man with respect to the Tooling Payments,regardless of whether the payments involve are prior to its filingfor chapter 11 protection or postpetition transactions ortransfers.

Steel Debit Program

The Debtors participate in steel repurchase and debit programswith certain of their customers. Under these programs, theDebtors have the opportunity to purchase steel at a customer-negotiated discount by buying through their customers' accountswith various steel manufacturers. In these instances, thecustomer will purchase steel on the Debtors' behalf; andsubsequently will deduct the steel cost from payables owed to theDebtors for the goods the Debtors manufacture with such steel.

As of Oct. 26, 2006, the payables to be deducted by customerstotal $530,000. The Steel Debit Programs do not represent typical"customer programs," as the Debtors do not directly extendbenefits to their customers, Mr. Collins notes. Rather, heclarifies, the Debtors realize cost savings by purchasing theirprimary raw material through their customers' high-volume steelprograms. The Debtors intend to continue, in their discretion,their participation in their customers' Steel Debit Programs.

(ii) identify to JCI amounts owed to tooling suppliers and others having possession of JCI tooling; and

(iii) unequivocally commit to pay tooling funds received from JCI to tooling suppliers and others having possession of JCI tooling.

The Debtors manufacture parts for JCI using custom tooling builtspecifically for JCI. Dura Automotive Systems Inc. does not buildthe tooling but rather orders the tooling from third partysuppliers on JCI's behalf. Dura initially incurs the expense ofbuilding tooling and passes it through to JCI without a mark-up orother surcharge. In some instances, JCI advances the costs of thetooling to Dura and the Debtor then is responsible for paying thethird-party suppliers.

JCI believes that its tooling transactions with the Debtors areconsistent with their description of their tooling practices intheir request, including the Debtors' statement that they have noequitable interest in either the tooling ordered for JCI or thefunds advanced by JCI to pay for the tooling.

Gaston P. Loomis II, Esq., at Reed Smith LLP, in Wilmington,Delaware, notes that the Debtors are seeking the authority, butnot the obligation, to continue to act as a middleman for thetooling payments, among their other Customer Programs.

JCI agrees with the Debtors' general intent to continue with theirtooling program. However, JCI is concerned that it may maketooling payments to the Debtors that they may thereafter retaininstead of using them to pay the tooling suppliers.

This result, according to Mr. Loomis, would appear permitted bythe Debtors' Motion, since the Debtors are requesting theauthority, but not the obligation, to continue payments tosuppliers under the tooling program. The unfair result,Mr. Loomis says, would likely disrupt JCI's relationship with thetooling suppliers and potentially subject JCI to having to paytwice for the tooling. In addition, this situation wouldadversely impact JCI's ongoing relationship with the Debtors, heasserts.

To clarify the tooling payments situation, JCI asks the Court toenter an order explicitly stating that JCI's tooling payments,whether made to the Debtors or a third-party escrow agent, will beused only for the purpose of paying the third-party toolingsuppliers for JCI's order, or other third-parties, includingwarehousemen or shippers, who may have possession of some of thetooling, and that the Debtors and JCI will work out a mutuallyagreeable method of ensuring this result.

JCI also asks the Court to enter an order providing that itstooling payments will not at any time become property of theDebtors' estates.

In addition, JCI asks Judge Carey to order the Debtors to:

(i) timely account to JCI for their use of JCI's tooling payments to discharge their tooling payment obligations to the respective third-party suppliers, and other third- parties for JCI's orders; and

(ii) provide JCI with current information regarding the status of the various pieces of JCI tooling, including unpaid amounts to suppliers and others having possession of JCI tooling as well as any existing or potential liens.

Mr. Loomis maintains that JCI's proposal is entirely consistentwith the Debtors' tooling program and would allow JCI to continuemaking payments to the Debtors or escrow agent with the assurancethat those funds would be used only to pay tooling suppliers andother third parties relating to JCI orders or else the funds wouldbe returned to JCI.

Rochester Hills, Mich.-based DURA Automotive Systems, Inc.(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent designer and manufacturer of driver control systems, seatingcontrol systems, glass systems, engineered assemblies, structuraldoor modules and exterior trim systems for the global automotiveindustry. The company is also a supplier of similar products tothe recreation vehicle and specialty vehicle industries. DURAsells its automotive products to North American, Japanese andEuropean original equipment manufacturers and other automotivesuppliers.

As reported in the Troubled Company Reporter on Nov. 7, 2006,before the Oct. 15, 2002 bar date for filing claims, certainof the CSFB Entities filed or caused to be filed 17 proofs ofclaim for obligations allegedly owing to, or damages allegedlysuffered by, the CSFB Entities in connection with various creditfacilities or financial transactions referred as Brazos OfficeHoldings, JT Holdings, Syndicated LC Facility, Revolver-ShortTerm, and Revolver-Long Term.

In Sept. 2003, the Enron Parties commenced an action againstvarious financial institutions. In the MegaClaims Litigation,the Enron Parties allege that, in the late 1990's and early2000's, the defendants, including the CSFB Entities, assisted asmall number of the Enron insiders in a scheme to manipulate andmisstate the true financial condition of the Enron Entities. TheEnron entities subsequently filed various adversary proceedings toavoid and recover, among others, alleged preferential fraudulenttransfers in connection with the purchase of Enron common stock.

Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New York,relates that over a period of several months, principals of theEnron Parties and the CSFB Entities held several meetings andtelephone conversations to address whether a settlement of theClaims and the CSFB Litigation might be possible and, if so, onwhat terms and conditions. The discussions, which includedparticipation by senior executives of both parties, intensified inMay and June 2006 and eventually resulted in the SettlementAgreement.

The principal terms of the Settlement Agreement are:

(1) the CSFB Entities will make a $90,000,000 settlement payment to Enron;

(2) certain CSFB Claims under the Revolver-Short Term and Syndicated L/C Credit Facilities will be allowed as Class 4 Claims against Enron in these amounts:

(4) The Reorganized Debtors will cause the dismissal, with prejudice, of Counts XVI through XIX of the Equity Action;

(5) the Enron Entities or the Reorganized Debtors will waive, release, acquit and discharge the CSFB Entities from any and all claims, demands, rights, liabilities, or causes of action relating to the MegaClaims Litigation and the MegaClaims Objection; and

(6) Enron's claims against the CSFB Assignees will be deemed dismissed, with prejudice.

ENRON CORP: Seeks Approval for Deseret Generation Settlement------------------------------------------------------------Enron Corp., Enron North America Corp., and Enron Power Marketing,Inc., ask the Honorable Arthur Gonzalez of the U.S. BankruptcyCourt for the Southern District of New York to approve theirsettlement agreement with Deseret Generation & Transmission Co-Operative.

Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,says that ENA and Deseret Generation are parties to an electricitySWAP agreement, dated Oct. 31, 2001, and a contingent callcontract, dated April 30, 2001.

EPMI and Deseret also entered into a Confirmation Agreement, datedApril 30, 2001, for an electricity swap pursuant to the WesternSystems Power Pool Agreement effective as of Jan. 1, 1999.

On Nov. 25, 2003, the Debtors filed Adversary Proceeding No.03-93409 against Deseret, which sought to avoid the Guarantypursuant to Section 548 of the Bankruptcy Code.

On Jan. 8, 2004, the Debtors filed an objection to the DeseretClaims, seeking to reduce the amounts of Claim Nos. 2597 and 2595.The Debtors claimed that no amounts are due under the ContingentCall Contract, the Guaranty, and the Unexecuted Guaranty.

On Jan. 10, 2006, the Reorganized Debtors filed their supplementalobjection to the Deseret Claims, seeking to:

(i) reduce the amounts of Claim Nos. 2597 and 2594, including a right of set-off in favor of EPMI for $346,500 based on electricity delivered by EPMI to Deseret under the EPMI SWAP Contract; and

(ii) disallow any claims for amounts allegedly owed under the Contingent Call Contract, the Guaranty, and the Unexecuted Guaranty.

To settle their disputes, the parties reached a settlementagreement, which provides that:

(1) Claim No. 2597 will be reduced and allowed as a Class 5 Allowed General Unsecured Claim against ENA for $2,150,925;

(2) Claim No. 2595 will be reduced and allowed as a Class 6 Allowed General Unsecured Claim against ENA for $6,772,315;

(3) Claim No. 2594 will be disallowed and expunged in its entirety;

(4) they will mutually release each other from all claims related to the Contracts; and

These upgrades are the result of the transaction's reduced time tomaturity and relatively stable portfolio performance. SinceFitch's previous review in Nov. 2004, the weighted average lifehas reduced to 0.4 years from 2.4 years, reflecting a shorterremaining risk horizon. To date, there have not been any creditevents in the reference portfolio. The Reserve Account has builtup $31,022 according to the Oct.6, 2006 trustee note valuationreport.

EPOCH 2002-1, Ltd, incorporated under the laws of the CaymanIslands, was created to enter into a credit default swap withMorgan Stanley Credit Products, Ltd. and to issue the above-referenced securities.

The notes are supported by the cash flows of the collateralinvested in with the proceeds of the note issuance, as well as thecredit default swap premium paid by MSCPL. The credit defaultswap references a static portfolio of securities, consisting ofpredominantly senior unsecured credits.

The ratings assigned to the notes address the timely payment ofinterest and the ultimate payment of principal.

Fitch will continue to monitor and review this transaction forfuture rating adjustments.

EXABYTE CORP: Closes $22 Million Asset Sale to Tandberg Data------------------------------------------------------------Exabyte Corporation completed the sale of substantially all of itsassets to Tandberg Data Corp. for a total consideration ofapproximately $22,004,000 in cash and the assumption of theAssumed Liabilities.

As reported in the Troubled Company Reporter on Sept. 1, 2006,Exabyte Corporation has entered into an Asset Purchase Agreementwith Tandberg Data Corp., a wholly owned subsidiary of TandbergData ASA, a company organized under the laws of Norway andheadquartered in Oslo, Norway. Tandberg will purchasesubstantially all of the assets of the Company in exchange forcash and the assumption of certain liabilities.

The cash purchase price and payment to the Company at closingconsisted of:

-- the outstanding principal balance and accrued interest of $9,614,000 under the loan agreement with Wells Fargo Business Credit, Inc.;

-- the repayment obligations under the Convertible Notes Restructuring Agreements with the holders of the Company's 10% Secured Subordinated Convertible Notes;

-- the payment obligation under the Amendment No. 1 to the Debt Restructuring Agreement with Solectron Corporation ($300,000);

-- the payment obligation under the Second Amendment to the Memorandum of Understanding with Hitachi, Ltd. ($2,000,000);

-- the amount payable under the Note Restructuring Agreement with Imation Corp. ($1,000,000);

-- transaction fees paid at closing (about $1,200,000); and

-- the cash balance to be retained by Exabyte subsequent to closing ($100,000).

It was a condition to the Agreement, the Company disclosed, thatthe cash proceeds will be used to make payments for AssumedLiabilities, which includes without limitation, substantially allaccounts payable and accrued expenses, all liabilities under thePurchased Contracts, liabilities for warranty obligations andliabilities related to products sold and/or services performed,and new or restructured notes payable issued to Imation andHitachi, among others.

The Company also disclosed that the material Excluded Liabilitiesretained by Midgard consist of a note payable to a former landlordin the amount of $3,060,000, a Convertible Note with a principalbalance of $50,000 and certain accounts payable and accruedexpenses in the amount of $250,000, among other liabilities.Midgard does not have any significant assets remaining for thepayment of the liabilities and have no assets available fordistribution to its common or preferred stockholders. Midgardintends to liquidate and dissolve immediately after the closing ofthe Transaction.

The holding company ratings of Crum & Forster Holdings Corp. andthe insurance company ratings of Crum & Forster Insurance Group,Northbridge Financial Insurance Group and TIG Insurance Group arenot affected by this action.

The rating action reflects a reduced level of uncertaintyfollowing a series of restatements over the past nine monthsrelated to the company's finite reinsurance contracts and fornumerous other accounting errors. While Fitch is concerned aboutthe internal control weaknesses demonstrated by the erroneousaccounting, the restatements in total were not significantrelative to the company's capitalization.

The rating action also reflects Fitch's favorable view ofFairfax's recent decision to reduce its ownership interest inOdyssey Re from 78.5% to approximately 60%. Although this partialsale reduces Fairfax's future consolidated earnings and upstreamdividend capacity, it demonstrates the company's favorablefinancial flexibility in generating sources of cash.

Furthermore, the reduced Fairfax ownership improves Odyssey Re'sfinancial profile by lessening the ability of Fairfax to upstreamdividends out of its strongest insurance subsidiary.

The Stable Rating Outlook reflects that Fitch's ratings of Fairfaxand its subsidiaries incorporate a certain amount of risk relatedto the ultimate potential negative effect of issues surroundingthe company's use of finite reinsurance and transactions inFairfax securities. These issues have led to various subpoenasreceived by Fairfax, its CEO Prem Watsa, its subsidiaries, itsindependent auditors and a shareholder, in addition to a classaction lawsuit filed by the company's debt holders.

However, to the extent that the ongoing investigations by theSecurities and Exchange Commission and the U.S. Attorney's officefor the Southern District of New York bring about a civil actionagainst the company that considerably weakens the companies'franchise, reputation, and competitive position, particularly forOdyssey Re as a reinsurer, or results in significant fines andpenalties levied, the ratings could be negatively impacted.

Fairfax reported solid underlying underwriting results through thefirst nine months of 2006, with all ongoing insurers reportingcombined ratios under 100%. Fairfax also commuted a$1 billion corporate insurance cover with a Swiss Re subsidiary inearly Aug. 2006, which resulted in a pre-tax and after-tax loss of$412.6 million in the third quarter 2006.

While Fitch has always adjusted the reported results of Fairfax toexclude the finite benefit from the Swiss Re Cover and othersimilar contracts, the commutation is still viewed favorably as itreduces reinsurance credit risk, lowers interest expense on fundswithheld, improves liquidity and provides for greater transparencyof results.

These ratings have been affirmed with a Stable Rating Outlook andremoved from Rating Watch Negative by Fitch:

FEDERAL-MOGUL: Court Places Insurers' Lift Stay Motion On Hold-------------------------------------------------------------- The Honorable Joseph H. Rodriguez, Senior U.S. District CourtJudge for the District of Delaware, granted the request of certaininsurers of Federal-Mogul Corporation and directed the HonorableJudith K. Fitzgerald of the U.S. Bankruptcy Court for the Districtof Delaware, to place the insurers' request to lift the automaticstay off the Bankruptcy Court's calendar pending determination bythe District Court of the Insurers' request to withdraw thereference of the Lift Stay Motion.

In a separate order, Judge Fitzgerald ruled that the Insurers'request to lift the automatic stay to commence a state courtinsurance coverage action constitutes a core proceeding.

Federal-Mogul Products Inc., with the Insurers' consent,previously filed with the Bankruptcy Court, an agreed proposedorder, which provided that hearings on the Lift-Stay Motion willbe taken off the calendar pending resolution of the Insurers'Withdraw-Reference Motion. The Insurers ask Judge Fitzgerald toreconsider the Modified Agreed Order and enter, instead, theoriginal Agreed Order to allow the Withdraw-Reference Motion to beaddressed in due course by the U.S. District Court for theDistrict of Delaware, as contemplated by 28 U.S.C. Section 157(d).

Brian L. Kasprzak, Esq., at Marks, O'Neill, O'Brien and Courtney,P.C., in Wilmington, Delaware, asserted that scheduling the Lift-Stay Motion for hearing in the Bankruptcy Court before theDistrict Court even addresses the merits of the Withdraw-ReferenceMotion means that the Bankruptcy Court is intruding on theDistrict Court's prerogative to determine whether particularmatters in a bankruptcy case ought to be decided by the DistrictCourt rather than the Bankruptcy Court.

Mr. Kasprzak also pointed out that by addressing the Lift-StayMotion separately from the District Court's consideration of theInsurers' Abstention Motion the Bankruptcy Court creates the veryrisk of inconsistent rulings and resultant judicial inefficiencythat the Withdraw-Reference Motion seeks to avoid.

"A court ought to be reluctant to unravel a negotiated schedulingagreement reached at arm's-length by litigation adversaries,unless manifest injustice would result from the parties'agreement," Mr. Kasprzak notes. "Surely, no injustice wouldresult from approving a negotiated arrangement specificallydesigned to permit the District Court to exercise discretiongranted it by Congress to decide if the Lift-Stay Motion should bedecided by that Court in tandem with the Abstention Motion, orseparately by [the Bankruptcy] Court."

Insurers Tackle F-M Products' Responses

It is apparent from F-M Product's response to the Insurers'Motions that it agrees that coverage litigation ought to proceednow in a state court, Mr. Kasprzak tells Judge Fitzgerald.

Mr. Kasprzak says F-M Products' argument against the Lift-StayMotion boils down to "a contention that a debtor should bepermitted to manipulate the automatic stay for tactical forum-shopping purposes in order to gain an artificial litigationpriority over its adversaries." The Debtor argues that theInsurers' proposed New York action is no longer necessary, becauseit already filed a coverage suit in New Jersey state court, makingthe New York action duplicative.

Mr. Kasprzak contends that the basic premise of the Debtor'sargument is wrong, because "courts do not allow a debtor to usethe automatic stay as a sword rather than a shield."

Accordingly, the Insurers want the Debtor's objection to the Lift-Stay overruled.

"[T]he courts of New York and New Jersey should be allowed to sortout which case proceeds," Mr. Kasprzak says.

Mr. Kasprzak notes that even if the law did permit F-M Products tomisuse the stay, its claim that the New Jersey action is anadequate substitute for the insurance companies' proposed New Yorkaction ignores the fact that there are other claimants to theinsurance policies besides the Debtor who would be parties to theNew York action, but cannot be joined to the New Jersey actionbecause of the automatic stay. Unlike the insurance companies'proposed New York suit, the Debtor's New Jersey action cannotcomprehensively resolve the parties' coverage disputes,Mr. Kasprzak explains.

F-M Products asks the Bankruptcy Court to deny the Insurers' Lift-Stay request because there is no longer any plausible ground forfiling a lawsuit in New York state court.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones& Weintraub LLP, in Wilmington, Delaware, informs the BankruptcyCourt that F-M Products filed its own coverage action in theSuperior Court of New Jersey seeking to establish (i) scope ofproperty that belongs to its bankruptcy estate and (ii) coveragerights as an insured party. He points out that F-M Products' trueposition is as "plaintiff," hence, F-M Products has exercised itsrights to choose the appropriate state court forum.

"The New Jersey Superior Court is the appropriate state courtforum because New Jersey has the most substantial relationship torelevant parties and events during all of the years at issue,"Mr. O'Neill tells Judge Fitzgerald.

To the extent that the District Court refuses to abstain fromhearing an adversary proceeding originally filed by DresserIndustries, Inc., against F-M Products, as well as a group ofapproximately 70 insurers, there will be never be a need foranyone to file any lawsuit in New York in connection with thedisputed coverage issues, Mr. O'Neill notes. The coveragedisputes will have to be resolved in the District Court, he pointsout.

In addition, to the extent that the District Court does abstainand the parties resume their fight in New Jersey Superior Court,then any insurers that are dissatisfied with F-M Products' choiceof forum will be able to seek dismissal of the New Jersey Actionon the grounds of forum non-conveniens, Mr. O'Neill explains.

Only if a dismissal is granted would the insurers have anylegitimate basis for seeking to drag F-M Products -- a debtor withlimited resources -- into another state court, Mr. O'Neillcontends.

Withdraw-Reference Motion Should Also Be Denied

F-M Products also ask Judge Fitzgerald to deny the Insurers'request to withdraw the reference of the Lift-Stay Motion from theBankruptcy Court because the issues raised are "basic bankruptcylaw questions that are best considered and decided by [a]bankruptcy court, which specializes in bankruptcy law and isfamiliar with [F-M Products'] financial condition andreorganization efforts."

Considering F-M Products' filing of its New Jersey Action, F-MProducts maintains that it does not oppose discretionaryabstention in the Adversary Proceeding except as to "corporatesuccessorship" issue, which has been fully briefed and is ripe fordecision.

Certain Underwriters of Lloyd's, London and London MarketCompanies; Employers Mutual Casualty Company; European ReinsuranceCompany of Zurich; and Swiss Reinsurance Company support theInsurers' Withdraw-Reference Motion.

The Underwriters, et al., believe that failure to withdraw thereference could result in inconsistent rulings by the District andBankruptcy Courts.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation-- http://www.federal-mogul.com/-- is one of the world's largest automotive parts companies with worldwide revenue ofsome US$6 billion. In the Asian Pacific region, the company hasoperations in Malaysia, Australia, China, India, Japan, Korea,and Thailand.

FEDERAL-MOGUL: Judge Fitzgerald Denies Lloyd's Discovery Plea------------------------------------------------------------- The Honorable Judith K. Fitzgerald of the U.S. Bankruptcy Courtfor the District of Delaware denied, without prejudice, thediscovery request filed by certain Underwriters at Lloyd's,London, and certain London Market Companies.

The underwriters sought to examine The Travelers IndemnityCompany and Travelers Casualty and Surety Company concerningcertain Vellumoid and Fel-Pro Claims.

As reported in the Troubled Company Reporter on Oct. 11, 2006,certain underwriters at Lloyd's, London, and Certain LondonMarket Companies obtained permission from the BankruptcyCourt to file a reply to The Travelers Indemnity Company andTravelers Casualty and Surety Company's objection to theUnderwriters' request for discovery concerning Vellumoid and Fel-Pro Claims.

The Travelers Objection has been filed under seal becauseTravelers obtained information from American Standard Inc. v.Admiral Insurance Co., et al., pending in the Superior Court ofNew Jersey, which is purportedly subject to a protective order andmediation protocol.

Among others, Travelers argued that the Underwriters' discoveryrequest was drawn from certain confidential information providedin the American Standard Case.

Murray Capital echoes the Senior Noteholders Committee'scontentions that the Debtors have failed to show that theirperformance of the Equity Commitment constitutes an appropriateexercise of business judgment. The Senior Noteholders Committeecomplained that the Debtors have negotiated exclusively with theSignificant Equityholders since June 2006, thus, foreclosingpotentially more cost-effective financing alternatives.

Murray Capital points out that the Equity Commitment puts theDebtors at substantial risk causing a Termination Event, whichwould enable the Significant Equityholders to abandon the EquityCommitment while collecting millions of dollars in fees andexpenses before creditors receive any distribution.

Mark D. Olivere, Esq., at Edwards Angell Palmer & Dodge LLP, inWilmington, Delaware, notes that under the Equity Commitment, theDebtors must remit $2,000,000 to the Significant Equityholdersmerely because the Court approves the Motion.

In addition, if the Debtors modify the Amended Plan in any means"adverse" to the Significant Equityholders, the Equity Commitmentwill terminate automatically and the Debtors will incur a$5,500,000 liability to the Significant Equityholders. The"adverse" modifications need not be material and may includemodifications made by the Debtors to correct defects in theAmended Plan or to comply with any Court order, steps that areroutine in most Chapter 11 cases, Mr. Olivere notes.

Mr. Olivere also argues that the $9,500,000 Put Option Premium isgrossly excessive by any calculation. Because the SignificantEquityholders are eligible to subscribe for approximately$90,000,000 of the $150,000,000 Rights Offering, their Put OptionObligation with respect to the remaining rights approximates,$60,000,000, of which the Put Option Premium is roughly 15.8%.Fees paid by Chapter 11 debtors in the context of otherbackstopped rights offerings typically range between approximately2% and 5% of the aggregate amount financed.

In the event the Court determines that the fees are reasonable,Murray Capital asserts that the Equity Commitment should bemodified to ensure that the Equity Commitment does not needlesslyprejudice creditors. Specifically, Murray Capital proposes theEquity Commitment provide that no portion of the Put OptionPremium and other fees potentially payable to the SignificantEquityholders will become due until the Significant Equityholderspay the Call Option Premium in the event the SignificantEquityholders exercise the Call Option.

Murray Capital contends that the Equity Commitment, the AmendedPlan and the related disclosure statement are all part and parcelof a proposed Chapter 11 plan that is patently unconfirmable.

"The scheme hatched by Debtors and the Significant Equityholdersis a blatant attempt to deprive the holders of the Senior Notestheir contractual recovery, while impermissibly divesting [them]of their right [to] vote on the Plan by wrongly characterizingtheir Senior Note claims as unimpaired," Mr. Olivere argues.

Murray Capital is a direct and indirect holder, by and throughcertain funds and managed accounts, of in excess of $20,000,000 ofthe Debtors' 10-3/4% Senior Notes Due April 1, 2009.

* * *

The Debtors informed the Court that the U.S. Trustee's informalconcerns have been resolved.

To the extent the Noteholders Committee and Murray Capital'sobjections are not resolved prior to the hearing, the Motion willgo forward on a contested basis on Nov. 27, 2006.

(e) the Ad Hoc Committee of the Debtors' 10-3/4% Senior Secured Noteholders Due April 2009;

The Objectors argue that the Disclosure Statement fails to providecreditors with "adequate information" as required in Section 1125of the Bankruptcy Code. Certain of the Objectors also assert thatthe Disclosure Statement should not be approved because theAmended Plan is patently unconfirmable.

(a) the Disclosure Statement wholly fails to identify the nature and event of the Unliquidated Claims and the applicable insurance available to substantiate the statement that the Debtors will have sufficient resources to address these claims when and if allowed;

(b) the Disclosure Statement does not adequately identify the nature and extent of the Intercompany Claims, or provide any real description of how or when they will be paid, including whether they will be paid ahead of the payment of the Unliquidated Claims;

(c) the Amended Plan and accompanying Disclosure Statement improperly classify and treat similarly-situated claims without providing any legitimate business reason or explaining why those claims should be separately treated;

(d) the Amended Plan removes federal jurisdiction over the Unliquidated Claims without setting forth the bases for the sub rosa abstention over the Unliquidated Claims; and

(e) the Amended Plan and Disclosure Statement improperly designate the Unliquidated Claims as unimpaired when, among other alterations of the rights of those claims, the Amended Plan:

* limits the amount and nature of the Unliquidated Claims to the information set forth in the filed proofs of claim; and

* removes the rights of these claimants to allowance, objection and estimation provisions of the Bankruptcy Code and Federal Rules of Bankruptcy Procedure.

Commercial Roofing informs the Court that it has perfected amechanic's lien for $178,474 for work and materials furnished toFoamex International Inc., and Foamex, L.P., for the improvementof their property in Donna Ana County, New Mexico.

The Amended Plan contemplates three different ways of treatingOther Secured Creditors. However, according to Mr. Monaco, theDisclosure Statement does not provide adequate information for thecreditors to determine which treatment would apply to anyparticular claim.

Commercial Roofing objects to any treatment of its claim otherthan full payment on the Effective Date of the Amended Planconsidering that its claims is a mechanic's lien that is subjectto immediate foreclosure if the amounts owed are not paid.

Mr. Monaco also asserts that the Disclosure Statement does notcontain adequate information about the $790,000,000 debt exitfinancing and a $150,000,000 equity exit financing facilities."[I]t appears that certain of the Exit Facility lenders would begranted first priority liens on all of [the] Debtors' assets.There is no explanation or information provided as to why theseliens totaling approximately $790,000,000, should be grantedwithout providing either payment to or adequate protection ofOther Secured Creditors and Commercial Roofing," he says.

U.S. Bank said that the Amended Plan misstated the aggregateamount of its Liquidated Claim as $312,452,083, rather than$315,139,583, which is the correctly recalculated aggregate amountof principal and prepetition interest as reflected in its amendedproofs of claim.

Franklin Ciaccio, Esq., at King & Spalding LLP, tells the Courtthat while U.S. Bank agrees with the Amended Plan's provision ofU.S. Bank's right to "accrued and unpaid [Postpetition]Interest," U.S. Bank takes exception to the express exclusion inthe Amended Plan of "any call premiums or any prepayment fees andpenalties," amounts to which U.S. Bank is otherwise entitled underthe Indenture.

Murray Capital's counsel, Mark D. Olivere, Esq., at Edwards AngellPalmer & Dodge LLP, in Wilmington, Delaware, states that althoughthe Disclosure Statement alleges that all holders of claimsagainst the Debtors will be unimpaired, a closer reading revealsthat this is not the case.

The Disclosure Statement lacks sufficient information for holdersof claims on account of the Senior Notes and Subordinated Notes todetermine the extent to which the Amended Plan may satisfy thoseclaims for contractual default interest, Mr. Olivere contends.

Mr. Olivere argues that the Amended Plan violates:

-- the Bankruptcy Code's absolute priority rule by not satisfying the claims under the Senior Notes and Subordinated Notes in full, while providing for a distribution to the Debtors' Equityholders; and

-- Section 506(b) by not affording the holders of Senior Notes claims the contractually required interest and charges which they are entitled under that section.

Mr. Olivere adds that the Amended Plan impermissibly deniesholders of claims on account of the Senior Notes and SubordinatedNotes their statutory right to accept or reject the Plan bydesigning those claims as unimpaired while denying them full arrayof their contractual claims.

The Senior Noteholders Committee asserts that:

(a) the Disclosure Statement fails to disclose that there are significant disputes between the Debtors and the Senior Secured Noteholders regarding:

* the amount of the Senior Secured Note Claims as of the Petition Date;

* the right of the Senior Secured Noteholders to receive postpetition interest at the default rate set forth in the Senior Notes Indenture through the Effective Date; and

* the right of the Senior Secured Noteholders to receive payment of either a prepayment premium or change of control premium in accordance with the terms of the Senior Secured Note Indenture;

(b) the Disclosure Statement fails to disclose that if the Senior Secured Noteholders are successful in their dispute with the Debtors:

* the Amended Plan cannot be confirmed or consummated as it will violate the requirements of Section 1129(b)(2)(A), and

* the Amended Plan may fail by its own terms as its conditions to confirmation and effectiveness may not be satisfied; and

(c) the Amended Plan and Disclosure Statement are both inaccurate and materially misleading as they assert that the Senior Secured Note Claims are unimpaired and deemed to have accepted the Amended Plan.

* * *

The Debtors informed the Court that Commercial Roofing's objectionand the U.S. Trustee's informal concerns have been resolved inprinciple.

The Court will convene a hearing to consider the adequacy of theDisclosure Statement on Nov. 27, 2006, at 2:00 p.m.

FORD MOTOR: Accelerates Growth Plan in China--------------------------------------------Ford Motor Company continues its accelerated growth plan for Chinaand is on track to deliver its year to date with growth expectedto exceed 100.8% (year on year) in 2006. Headlining Ford'sproduct line-up at Auto China 2006 is the all-new Ford S-MAX,which was named Car of the Year in Europe last week, and is thefirst Ford vehicle to introduce "kinetic design" to China'smotoring enthusiasts.

At Ford, kinetic design stands for "energy in motion." Ford S-MAXis one of the new vehicles to hit China's roads and highways.Ford Focus was also at the show. Ford recently added a 5-doorversion to Ford Focus to keep ahead of consumer demand.

In addition to a product showing at Auto China 2006, Ford MotorCompany also announced a major new investment -- the opening ofthe Ford Research and Engineering Center -- to be located inNanjing, China. It will support Ford Motor Company's productdevelopment for worldwide operations while also making a majorcontribution to the future of China's auto market.

"The Ford Research and Engineering Center represents another majormilestone for Ford as it strengthens its manufacturing blueprintin China. It will offer a winning combination that leveragesFord's global expertise in research and engineering in addition tobuilding China's leading local talent. It will also work withTechnical Development Centers at Ford Motor's joint ventures inChina to support product development and procurement, " Ford Motor(China) Ltd. chairman and chief executive officer Mei Wei Chengsaid.

With its "kinetic design" Ford S-MAX, it is expected to be afavorite in China as it has in Europe. Speaking at Auto China2006, Mei Wei Cheng confirmed that S-MAX will be produced byChangan Ford and will be ready to roll off production lines inearly 2007.

Joining S-MAX and Focus on stage is the Ford iosis Concept Carwhich gives Ford's customers a strong sense of the future designdirection the brand is taking.

Other products taking center stage for Ford will include Ford'sReflex concept, which features a Diesel Hybrid Powertrain, thelegendary Ford Mustang Shelby GT500 and the all-new Focus ST. Arange of other locally produced blue oval favorites will also beon display.

"We are using Auto China 2006 to showcase the strength of ourproduct range, reinforcing the depth and diversity of the FordMotor Company product family. Our portfolio has something toappeal to everyone, from dependable and affordable transportationthrough to luxurious premium brands. In the future, Chinesecustomers can continue to expect more exciting, locally made Fordvehicles that consistently deliver cutting-edge design and worldleading technology," Mei Wei Cheng said.

The full Ford Focus family will be on display at the show.Ranging from locally produced Focus 4-door and Focus 5-doorthrough to the Focus China Circuit Championship (CCC) racing carand the visually stunning Focus ST. This convertible Focus hasbeen a global success and is now making its first appearance inChina at this years show. Ford Focus boosted the sales at ChanganFord Mazda Automobile in the first ten months of 2006 with retailsales totaling 56,151 units, representing more than 50% of totalFord product sales.

With strong sales momentum, Changan Ford Mazda Automobile is nowone of the fastest growing auto makers in China. In 2007, totalannual production capacity will exceed 410,000 units at Chongqingand Nanjing plants (combined). Ford also continues to expand itsdistribution network and will have 200 appointed dealers by theend of 2006.

"It is no secret that the China market is critical to our plansfor building a stronger Ford Motor Company globally," Mei WeiCheng said. "With sales volumes continuing to fuel growth, we arelooking ahead and taking the required steps now to ensure ourChina operation is able to continue to meet the seeminglyinsatiable appetite for our products. In doing so, the Chinamarket will play an even greater role in the future growth andsuccess of Ford Motor Company's global operations."

For the year 2006, Ford Motor Company's China Sourcing Office ison track to source some $2.6 billion worth of auto parts andsystems, supporting Ford Motor Company's global manufacturingoperations and after sales customer services. The company is alsoactively expanding its auto financing business in the Chinamarket. Ford Automotive Finance has extended its auto financingservices to more than 70 Chinese cities nationwide in just18 months after starting operation, servicing Changan Ford MazdaAutomobile and Jiangling Motor Company simultaneously.

As one of the largest exhibitors with 5,000 square meters ofexhibition space, Ford Motor Company, comprising of six affiliatedbrands (Ford, Lincoln, Volvo, Land Rover, Jaguar and Mazda) willdemonstrate its enterprise muscle, displaying a full fleet of showvehicles.

Headquartered in Dearborn, Michigan, Ford Motor Company (NYSE: F)-- http://www.ford.com/-- manufactures and distributes automobiles in 200 markets across six continents. With more than324,000 employees worldwide, the company's core and affiliatedautomotive brands include Aston Martin, Ford, Jaguar, Land Rover,Lincoln, Mazda, Mercury and Volvo. Its automotive-relatedservices include Ford Motor Credit Company and The HertzCorporation.

At the same time, Fitch Ratings placed Ford Motor's 'B+/RR3'senior unsecured debt on Rating Watch Negative.

Moody's Investors Service has disclosed that Ford's very weakthird quarter performance led to the downgrade of the company'slong-term rating to B3.

FREEPORT-MCMORAN: Purchase Plan Prompts DBRS to Review Ratings--------------------------------------------------------------Dominion Bond Rating Service placed the rating of Freeport-McMoRanCopper & Gold Inc.'s Senior Notes at BB (low) Under Review withDeveloping Implications following Freeport's announced offer toacquire all of Phelps Dodge Corporation's common equity in a cashand stock takeover bid of $25.9 billion. The transaction isexpected to close in the first quarter of 2007, subject toshareholder and regulatory approvals.

The rating action recognizes the strengthened business profile asa result of the proposed acquisition but also incorporates theuncertainty regarding the rate at which the Company would be ableto pay down the approximately $16 billion in new debt to fund thecash portion of the acquisition.

DBRS notes that the acquisition would strengthen the businessprofile of the Company as the combined company would benefit fromadditional operating assets, geographic diversification, scale,development potential and a reduction in its political riskprofile. Stand-alone Freeport is currently a one mine company.With the acquisition of Phelps, New Freeport would operate 11mines -- thus reducing mine operational risk substantially. NewFreeport would have operating mines in four countries and a largedevelopment project in the Congo.

Pro forma 2006 production by geography would be 42% in the UnitedStates, 35% in Indonesia, 19% in Chile and 4% in Peru. Withapproximately 1.6 million tonnes of copper production for 2006,New Freeport would become the second-largest copper producer inthe world -- behind state-owned Corporaci˘n Nacional del Cobre deChile. Phelps' Tenke Fungurume development project is believed tobe the largest undeveloped, high-grade copper/cobalt project inthe world today. The political risk profile of New Freeport wouldbe reduced as production from Indonesia would be reduced from 100%for stand-alone Freeport to less than 40% for the combinedcompanies.

However, DBRS also notes that the acquisition would weaken thefinancial profile of the Company as its leverage would increasesubstantially. Pro forma total debt for the combined companieswould be approximately $18 billion, at Sept. 30, 2006. NewFreeport's pro forma per cent gross debt-to-capital would beapproximately 64%, up from 33% for stand-alone Freeport atSeptember 30, 2006. New Freeport's pro forma cash flow-to-totaldebt for the 12 months ended September 30, 2006, would beapproximately 0.3x, down from 1.4x for stand-alone Freeport. TheCompany has indicated that it would use free cash flow in the nextfew years to pay down debt but it is uncertain how quickly theCompany could do so.

Furthermore, the Company plans to raise secured debt to completethe acquisition. DBRS understands that the majority of thepermanent non-bridge bank debt at Freeport will be secured.Additionally, the existing notes and bonds at both Freeport andPhelps will likely be secured. DBRS awaits the Company's decisionregarding the collateral for the different categories of debt.Any unsecured debt will be rated at least one notch below thesecured debt to reflect structural subordination.

DBRS notes that New Freeport would become the largest miningcompany in North America by market capitalization. However, DBRSnotes that competing offers for either Phelps or Freeport arepossible.

Moody's explains that current long-term credit ratings areopinions about expected credit loss which incorporate both thelikelihood of default and the expected loss in the event ofdefault. The LGD rating methodology will disaggregate these twokey assessments in long-term ratings. The LGD rating methodologywill also enhance the consistency in Moody's notching practicesacross industries and will improve the transparency and accuracyof Moody's ratings as Moody's research has shown that creditlosses on bank loans have tended to be lower than those forsimilarly rated bonds.

Probability-of-default ratings are assigned only to issuers, notspecific debt instruments, and use the standard Moody's alpha-numeric scale. They express Moody's opinion of the likelihoodthat any entity within a corporate family will default on any ofits debt obligations.

Loss-given-default assessments are assigned to individual rateddebt issues -- loans, bonds, and preferred stock. Moody's opinionof expected loss are expressed as a percent of principal andaccrued interest at the resolution of the default, withassessments ranging from LGD1 (loss anticipated to be 0% to 9%) toLGD6 (loss anticipated to be 90% to 100%).

Based in Grand Rapids, Michigan, Gainey Corporation -- http://www.gaineycorp.com/-- through its Gainey Transportation Services and Super Service units, provides dry van truckloadfreight transportation. Other Gainey units include Aero Bulk,which transports pressurized gases and liquid chemicals, LCTTransportation Services, which handles temperature-controlledfreight, and Freight Brokers of America. Collectively, Gainey'stransportation businesses operate about 2,400 tractors and 5,500trailers. President Harvey Gainey founded the company in 1984.

-- $10 million class E certificates to 'AAA' from 'AA+'; -- $18.8 million class F certificates to 'AA' from 'AA-'; -- $11.3 million class G certificates to 'A+' from 'A'; -- $21.3 million class H certificates to 'BBB+' from 'BBB'; -- $18.8 million class I certificates to 'BBB-' from 'BB+';

Fitch does not rate the $7.5 million class M and the $5.7 millionclass N. Class A-1 has been paid in full.

The rating upgrades reflect the increased credit enhancementlevels from scheduled amortization as well as the additionaldefeasance of five loans since Fitch's last rating action. Intotal, 16 loans have defeased.

As of the Oct. 2006 distribution date, the pool's aggregatecertificate balance has decreased 15.5% to $847.3 million from$1,002.9 million at issuance. There are currently no delinquentand specially serviced loans.

The largest loan in the pool is backed by Holiday Inn West 57thstreet, a 596-room full service hotel located in New York, NewYork. As of June 30, 2006, revenue per available room was $134.37with occupancy at 82.15%, compared to RevPar of $122.85 withoccupancy at 88% at issuance.

-- $15.5 million class D at 'AA+'; -- $15.5 million class E at 'AA'; -- $15.5 million class F at 'A+'; -- $14.1 million class G at 'A-'; -- $25.4 million class H at 'BBB'; -- $18.3 million class I at 'BB+'.

The classes have been placed on Rating Watch Positive due toincreased paydown and defeasance since Fitch's last rating action.

GENERAL MOTOR: Kirk Kerkorian Cuts GM Stake to 7.4%---------------------------------------------------Billionaire investor Kirk Kerkorian's Tracinda Corp. had sold$462 million of stock in General Motor Corp., cutting its stake inthe automaker to 7.4% from 9.9% of outstanding shares, KevinKrolicki of Reuters reports.

According to the source, Mr. Kerkorian dropped his plans to buymore GM shares after Jerome York's resignation from GM board andthe closure of potential partnership deal between GM and theNissan Motor Co.-Renault SA alliance, which sent GM stock dropping5% on the New York Stock Exchange. Carlos Ghosn heads both Nissanand Renault.

John D. Stoll and Stephen Wisnefski of the Wall Street Journalreports that Mr. Kerkorian had been the driving force behind thetalks but failed to work it out because of a dispute over thespecific equity arrangement of a potential tie-up, which leads tothe resignation of his associate Mr. York from GM's board after GMended the deal.

The move to sell shares led many analysts to believe that Mr.Kerkorian's plans include the possibility of Tracinda seeking aproxy fight to place its members on GM's board of directors, WallStreet relates.

Bloomberg states that Mr. Kerkorian offered to buy $825 million inshares of Las Vegas-based, casino operator MGM Mirage, the sameday when the stake sale was announced. Tracinda, GM's secondlargest shareholder, seeks to pay $55 a share to increase itsstake in MGM to 61.7%.

In a filing with the Securities and Exchange Commission, Tracindaagreed to sell 14 million shares in a private transaction for $33each. The purchase is to be settled tomorrow, Nov. 24, 2006.

About General Motors

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- the world's largest automaker, has been the global industry salesleader since 1931. Founded in 1908, GM employs about 317,000people around the world. It has manufacturing operations in 32countries and its vehicles are sold in 200 countries.

* * *

As reported in the Troubled Company Reporter on Nov. 16, 2006,Standard & Poor's Ratings Services assigned its 'B+' bank loanrating to General Motors Corp.'s proposed $1.5 billion senior termloan facility, expiring 2013, with a recovery rating of '1'. The'B+' rating was placed on Creditwatch with negative implications,consistent with the other issue ratings of GM, excluding recoveryratings.

As reported in the Troubled Company Reporter on Nov 16, 2006,Standard & Poor's Ratings Services assigned its 'B+' bank loanrating to General Motors Corp.'s proposed $1.5 billion senior termloan facility, expiring 2013, with a recovery rating of '1'. The'B+' rating was placed on Creditwatch with negative implications,consistent with the other issue ratings of GM,excluding recovery ratings.

As reported in the Troubled Company Reporter on Nov. 14, 2006,Moody's Investors Service assigned a Ba3, LGD1, 9% rating to theproposed $1.5 Billion secured term loan of General MotorsCorporation. The term loan is expected to be secured by a firstpriority perfected security interest in all of the US machineryand equipment, and special tools of GM and Saturn Corporation.

GLOBAL PETROLEUM: Moody's Assigns Loss-Given-Default Ratings------------------------------------------------------------In connection with Moody's Investors Service's implementation ofits Probability-of-Default and Loss-Given-Default ratingmethodology for the Transportation sector, the rating agencyconfirmed its B2 Corporate Family Rating for Global Petroleum,Inc., and held its rating on the company's Guaranteed SeniorSecured Term Loan B Due 2013. In addition, Moody's assigned anLGD4 rating to those notes, suggesting noteholders will experiencea 55% loss in the event of a default.

Moody's explains that current long-term credit ratings areopinions about expected credit loss which incorporate both thelikelihood of default and the expected loss in the event ofdefault. The LGD rating methodology will disaggregate these twokey assessments in long-term ratings. The LGD rating methodologywill also enhance the consistency in Moody's notching practicesacross industries and will improve the transparency and accuracyof Moody's ratings as Moody's research has shown that creditlosses on bank loans have tended to be lower than those forsimilarly rated bonds.

Probability-of-default ratings are assigned only to issuers, notspecific debt instruments, and use the standard Moody's alpha-numeric scale. They express Moody's opinion of the likelihoodthat any entity within a corporate family will default on any ofits debt obligations.

Loss-given-default assessments are assigned to individual rateddebt issues -- loans, bonds, and preferred stock. Moody's opinionof expected loss are expressed as a percent of principal andaccrued interest at the resolution of the default, withassessments ranging from LGD1 (loss anticipated to be 0% to 9%) toLGD6 (loss anticipated to be 90% to 100%).

GLOBAL POWER: Appoints John Matheson as President and CEO---------------------------------------------------------Global Power Equipment Group Inc. announced key management changeseffective immediately, including the appointment of John Mathesonas president and chief executive officer.

Mr. Matheson, who previously served as the Company's executivevice president and chief operating officer, replaces LarryEdwards, who will remain as the Company's non-executive chairmanof the board. Mr. Matheson was also named a member of the boardof directors.

The Company disclosed that Mr. Matheson has served in severalother senior roles within the Company, including senior vicepresident of Global Power, executive vice president, Operations ofthe Auxiliary Power segment, and as the Company's general counseland secretary.

During these roles, Mr. Matheson was responsible for many of theCompany's key strategic initiatives, including mergers andacquisitions and the corporate operations in Asia.

He led the reorganization of the Auxiliary Power segment and theacquisitions of Williams Industrial Services Group and DeltakPower Equipment (China).

Before joining the Company, he was with The Williams Companies,where he was responsible for mergers, acquisition, and securitieslaw matters.

Formerly, he was a shareholder with the law firm of Conner &Winters P.C., in Tulsa, Oklahoma, and was a Certified PublicAccountant with Price Waterhouse. Mr. Matheson is an alumnus ofHarvard Business School, Georgetown University Law Center, and theUniversity of Oklahoma School of Business.

Other Key Appointments

The Company appointed Michael Hanson to chief financial officer,replacing Jim Wilson, who had retired. Mr. Hanson previouslyserved as the Company's chief accounting officer, and before that,as corporate controller. Before joining Global Power, he wasfinancial controller at Xeta Technologies, a provider ofcommunications solutions and services, as well as an audit managerat Arthur Andersen LLP. A Certified Public Accountant, Mr. Hansonholds a B.S. in Accounting from the University of Tulsa.

Jeff Davis has also been named president of the Deltak SpecialtyBoiler Systems division of Deltak LLC. Mr. Davis first joinedDeltak in 1985, and has served in a range of positions within itsengineering, sales, and management teams. He holds a B.S. inChemical Engineering from the University of Colorado.

Headquartered in Tulsa, Oklahoma, Global Power Equipment GroupInc. aka GEEG Inc. -- http://www.globalpower.com/-- provides power generation equipment and maintenance services for itscustomers in the domestic and international energy, power andinfrastructure and service industries. The Company designs,engineers and manufactures a range of heat recovery and auxiliaryequipment primarily used to enhance the efficiency and facilitatethe operation of gas turbine power plants as well as for otherindustrial and power-related applications. The Company hasfacilities in Plymouth, Minnesota; Tulsa, Oklahoma; Auburn,Massachusetts; Atlanta, Georgia; Monterrey, Mexico; Shanghai,China; Nanjing, China; and Heerleen, The Netherlands.

The Company and 10 of its affiliates filed for chapter 11protection on Sept. 28, 2006 (Bankr. D. Del. Case No 06-11045).Attorneys at White & Case LLP and The Bayard Firm, P.A., representthe Debtors. The Official Committee of Unsecured Creditorsappointed in the Debtors' cases has selected Landis Rath & CobbLLP as its counsel. As of Sept. 30, 2005, the Debtors reportedtotal assets of $381,131,000 and total debts of $123,221,000. TheDebtors' exclusive period to filed a chapter 11 plan expires onJan. 26, 2007.

In total, 50 loans have fully defeased since issuance; inaddition, 16.6% of the second largest loan has defeased.

Currently, seven loans are in special servicing with significantlosses expected on one loan.

The largest loan (1.3%) is secured by four congregate carehealthcare facilities located in Texas. The loan, which remainscurrent, is cross-defaulted with another specially servicedcongregate care facility located in San Antonio, Texas. The SanAntonio loan is also current, but the facility is closed. Bothloans are performing under a forbearance agreement. Fitch doesnot project losses on these loans at this time.

The second largest asset (0.8%) is an office property in Pontiac,MI and is currently real-estate owned. The special servicercontinues to market the asset for sale. Fitch expects significantlosses upon liquidation of the asset as a result of a significantdrop in the value of the property.

Fitch projected losses on the specially serviced assets areexpected to be absorbed by nonrated class K-1.

The review considers that as a result of the delay, Greektown willbe in covenant violation of the agreement with the Michigan GamingControl Board, which could result in a forced sale of the casino.The delay could also result in a violation of Greektown's bankloan covenants given that the opening of the permanent facilitywill not occur as originally planned.

The company recently asked the MGCB for a one year extension,however the timing of any response by the MGCB is not known atthis time. To the extent that any MGCB decision is unfavorable toGreektown, the ratings could experience a multiple notchdowngrade.

Concurrently, the rating on the class M-3 certificate is placed onCreditWatch with negative implications, and the class M-4 and M-5certificate ratings remain on CreditWatch negative, where theywere placed on Oct. 11, 2006.

Lastly, the ratings on the remaining classes from this transactionare affirmed.

The lowered ratings and CreditWatch placements are the result ofexcessive realized losses that have completely erodedovercollateralization.

In addition to the reduction of overcollateralization, there havebeen significant write-downs to the class B-2 certificate. As ofthe Oct. 2006 distribution date, the B-2 certificate had beenwritten down by approximately 87%. During the previous sixremittance periods, realized losses have outpaced excess interestby approximately $1 million. Severely delinquent loans represent18.72% of the current pool balance, and cumulative realized lossesrepresent 3.88% of the original pool balance.

Standard & Poor's will continue to monitor the performance of thistransaction. If delinquencies continue to translate into realizedlosses and principal write-downs continue to occur, the ratingagency will take further negative rating actions.

Conversely, if realized losses cease to outpace monthly excessinterest and the level of overcollateralization rebuilds towardits target balance, Standard & Poor's will affirm the ratings onthese classes and remove them from CreditWatch.

The affirmations reflect actual and projected credit support thatis sufficient to maintain the current ratings.

Credit support for this transaction is provided through acombination of excess spread, overcollateralization, andsubordination. The underlying collateral consists of subprime,conventional, fixed-rate mortgage loans secured by first andsecond liens on one- to four-family residential properties.

GUITAR CENTER: Inks Asset Purchase Deal with The Woodwind---------------------------------------------------------Guitar Center Inc. has signed an asset purchase agreement toacquire substantially all the assets of The Woodwind & TheBrasswind under Section 363 of the United States Bankruptcy Code.Under the terms of the agreement, Guitar Center will acquire TheWoodwind & The Brasswind's inventory of band and orchestra andcombo instruments, accounts receivable, trade names and certainother intangible assets. The transaction is subject to a numberof conditions, including bankruptcy court approval, and is alsosubject to overbid at a bankruptcy auction expected to be held inJanuary 2007.

"The acquisition of assets of The Woodwind & The Brasswind,including the Woodwind and Brasswind and Music123 websites, willenable us to further expand the already strong combo instrumentbusiness at Musician's Friend as well as build out our directresponse band and orchestra business," Marty Albertson, Chairmanand Chief Executive Officer of Guitar Center, said. "We areexcited about the opportunity to broaden our customer base andcontinue the growth of our direct response business."

The Woodwind & The Brasswind filed for bankruptcy protection inIndiana on Nov. 21, 2006. The proposed asset acquisitionagreement was entered into by the Musician's Friend subsidiary ofGuitar Center. Under the agreement, only very limited tradeobligations and other pre-petition liabilities of The Woodwind &The Brasswind are being assumed.

About The Woodwind & the Brasswind

Headquartered in South Bend, Indiana, The Woodwind & the Brasswind-- http://www.wwbw.com/-- sells musical instruments and accessories.

About Guitar Center

Guitar Center Inc. -- http://www.guitarcenter.com/-- is a United States retailer of guitars, amplifiers, percussion instruments,keyboards and pro-audio and recording equipment. Its retail storesubsidiary presently operates more than 195 Guitar Center storesacross the United States. In addition, Guitar Center's Music &Arts division operates more than 90 stores specializing in bandinstruments for sale and rental, serving teachers, band directors,college professors and students.

* * *

As reported in the Troubled Company Reporter on Nov. 1, 2006,Moody's Investors Service upgraded the corporate family rating ofGuitar Center, Inc. to Ba2 and moved the rating outlook to stablefrom positive.

The ratings are based primarily on the credit quality of theloans, and on the protection from subordination,overcollateralization and excess spread.

The ratings also benefit from an interest-rate cap agreementprovided by The Bank of New York. The rating on the class 1A-1Band class 2A-1C is based primarily on a financial guarantee policyissued by Financial Security Assurance Inc., whose financialstrength is rated Aaa.

The Class B-7 certificates were sold in privately negotiatedtransactions without registration under the Securities Act of 1933under circumstances reasonably designed to preclude a distributionthereof in violation of the Act. The issuance has been designedto permit resale under Rule 144A.

HASBRO INC: Earns $99.6 Million in Third Quarter of 2006--------------------------------------------------------Hasbro, Inc. has reported its third quarter financial results for2006.

In its financial statements, the company indicates that itsworldwide net revenues for the quarter were $1.04 billion, up 5%compared to $988.1 million a year ago and included a $9.6 millionfavorable impact from foreign exchange. The company reported netincome of $99.6 million, which includes stock-based compensationexpense of $3.9 million, net of tax, due to the requiredimplementation of SFAS 123R at the beginning of the year.

Net earnings prior to fiscal 2006 did not include stock-basedcompensation expense. In the third quarter of 2005 net earningson a reported basis were $92.1 million. This did not include theeffect of stock-based compensation expense.

The results in both years include the impact of the mark to marketadjustment for the Lucas warrants. In the third quarter of 2006there was a non-cash expense of $19.8 million share related to theLucas warrants, compared to non-cash income of $570 thousand in2005.

Alfred J. Verrecchia, President and Chief Executive Officer, said,"We are pleased with our third quarter results. Net revenues wereup 5%, with revenues excluding Star Wars up 13% for the quarterand year-to-date, driven in part by the success of Littlest PetShop, Playskool, Nerf, Play-Doh, Monopoly, Transformers and Clue.Star Wars has performed well and continues to be the number 1action figure property with $69 million in revenue for the quarterand $182 million year-to-date, demonstrating the strength of thebrand even in a non-movie year."

"With the overall breadth and depth of our product portfolio wehave been able to grow our business for the quarter and year-to-date, in spite of the revenue decline of $58 million for thequarter and $193 million year-to-date in Star Wars," Verrecchiaconcluded.

"Earnings per diluted share were up a strong 23% in the quarter,"said David Hargreaves, Chief Financial Officer. "Absent the Lucaswarrants mark to market expense of $0.09 per diluted share, theunderlying business performed even better with earnings perdiluted share increasing 43% to $0.67 per diluted share for thequarter," he added.

North American segment revenues, which include all of thecompany's toys and games business in the United States, Canada andMexico, were $745.5 million for the quarter compared to$712.3 million a year ago, reflecting strong performances fromLittlest Pet Shop, Playskool, Nerf, Play-Doh and Monopoly. Thesegment reported an operating profit of $111.6 million for thequarter compared to $85.3 million last year, as adjusted toinclude the impact of stock-based compensation. In addition tothe higher revenues, the improvement in operating profit reflecteddeclines in amortization and royalty expenses, partially off-setby increases in product development and advertising expenses.

International segment revenues for the quarter were $280.4 millioncompared to $264.6 million a year ago and included a $9.3 millionfavorable impact from foreign exchange. Volume increasesreflected strong performance from Littlest Pet Shop, Playskool,Transformers and Monopoly. The International segment reported anoperating profit of $43.2 million compared to an operating profitof $32.9 million in 2005, as adjusted to include the impact ofstock-based compensation expense. The improvement in operatingprofit is primarily due to decreases in royalty and amortizationexpense.

The company reported third quarter Earnings Before Interest,Taxes, Depreciation and Amortization of $192.6 million compared to$187.9 million in 2005.

During the quarter, the company repurchased approximately6.6 million shares of common stock at a total cost of $131.0million. Since June 2005, the company has repurchased23.5 million shares at a total cost of $465.3 million.

Headquartered in Pawtucket, Rhode Island, Hasbro, Inc. (NYSE: HAS)-- http://www.hasbro.com/-- provides children's and family leisure time entertainment products and services, including thedesign, manufacture and marketing of games and toys ranging fromtraditional to high-tech. The company has operations inAustralia, France, Hong Kong, and Mexico, among others.

* * *

Moody's Investors Service affirmed the Baa3 long-term debt ratingof Hasbro, Inc., and changed the ratings outlook to positive fromstable to reflect the expectation for continued-strong operatingperformance and cash flows, leading to further debt reduction andcredit metric improvement over the near-to-intermediate-term.Ratings affirmed include the Baa3 senior unsecured debt rating andthe (P)Ba1 rating for subordinated debt.

These actions are based on Moody's concern that HI-Tel currentlyhas limited resources to withstand the unexpected earnings andcash flow shortfalls arising from the continuing delay in creatingfully-functioning back office systems.

In particular, the ongoing lack of full back-office systemfunctionality is contributing to numerous operational problems anddistracting senior management which has resulted, and is expectedto continue to result in, HI-Tel incurring significant incrementalexpenses and lost revenues.

Consequently, the company's liquidity profile has weakened.

Moody's anticipate that usage under the revolver will continue toincrease over the next few quarters and that covenant compliance,already slim, will be further pressured.

In addition, Moody's believes that the company's financial andoperating profile could be permanently impaired if the systemsissues are not resolved quickly.

The review will focus on:

-- the company's plans for remediating its systems issues with particular focus on timing and cost;

-- the company's ability to quickly strengthen its liquidity profile and reduce reliance on its revolving credit facility; and,

-- an updated assessment of the long-term profitability and cash flow generating capacity of HI-Tel's wireline businesses given damage to the business caused by ongoing problems with customer service as a result of the systems weaknesses.

These ratings are placed under review for possible downgrade as apart of this rating action:

Hawaiian Telcom Communications, Inc. is an incumbenttelecommunications service provider servicing approximately 615Kaccess lines. The Company previously operated as a division ofVerizon Communications, Inc., known as Verizon Hawaii, but wasacquired by The Carlyle Group on May 2, 2005, in a $1.6 billionleveraged buy-out. The company is headquartered in Honolulu,Hawaii.

HERTZ CORP: S&P Affirms Low-B Ratings & Removes CreditWatch-----------------------------------------------------------Standard & Poor's Ratings Services affirmed its ratings on twosynthetic securities related to Hertz Corp. and its relatedentities and removed them from CreditWatch, where they wereplaced with negative implications on June 30, 2006.

The rating actions reflect the affirmation of the long-termcorporate credit and senior unsecured debt ratings on Hertz Corp.and its related entities and their removal from CreditWatchnegative on Nov. 16, 2006.

infoUSA's earnings for the third quarter of 2006 were $11,148,000versus $8,089,000 in the third quarter of 2005.

"During the third quarter of 2006, we delivered record revenues of$106.4 million vs. $95.5 million for the same period in 2005, anincrease of $10.9 million as compared to the third quarter of 2005and a new record in our Company's history," Vin Gupta, Chairman ofthe Board commented. "Our third quarter operating income was$20 million versus $15.2 million during the corresponding quarterof 2005. The operating margin was up in the third quarter of 2006due to seasonality in our large customer market. The strongrevenue base is reflected in $63.6 million of unbilled revenue inthe Company's pipeline for the next twelve months."

For the first nine months of 2006, net sales were $309.8 millioncompared to $284.4 million for the same period last year. Thisrepresents a 9% increase in revenue. Operating income was$43 million for the first nine months of 2006 compared to$42.6 million for the first nine months of 2005.

Expanded Advertising and Corporate Branding

infoUSA is investing heavily in branding and advertising topromote SalesGenie.com, infoUSA.com, and Credit.net(R). infoUSAincreased its advertising by $2 million over the third quarter of2005 and by $7.4 million YTD over the same period last year. Theincreased spending was in radio, TV, Google, and other massadvertising. This advertising effort has led to an increase inexpense, but as the subscription base builds and the advertisingcosts remain stable, infoUSA expects that sales and profitabilitywill increase.

About infoUSA

Headquartered in Omaha, Nebraska, infoUSA Inc. (NASDAQ: IUSA) -- http://www.infoUSA.com/-- provides business and consumer information products, database marketing services, data processingservices and sales and marketing solutions. Founded in 1972,infoUSA owns a proprietary database of 250 million consumers and14 million businesses under one roof.

* * *

As reported in the Troubled Company Reporter on Nov. 21, 2006,Moody's affirmed the Ba2 rating on $275 million in first liencredit facilities of infoUSA Inc.

Concurrently, Moody's has affirmed the corporate family rating ofinfoUSA at Ba3 and the outlook as stable.

INT'L SHIPHOLDING: Moody's Assigns Loss-Given-Default Ratings-------------------------------------------------------------In connection with Moody's Investors Service's implementation ofits Probability-of-Default and Loss-Given-Default ratingmethodology for the Transportation sector, the rating agencyconfirmed its B2 Corporate Family Rating for InternationalShipholding Corp., and confirmed its Caa1 rating on the company's7.75% Senior Unsecured Notes due on Oct. 15, 2007. Additionally,Moody's assigned an LGD6 rating to those bonds, suggestingnoteholders will experience a 92% loss in the event of a default.

Moody's explains that current long-term credit ratings areopinions about expected credit loss which incorporate both thelikelihood of default and the expected loss in the event ofdefault. The LGD rating methodology will disaggregate these twokey assessments in long-term ratings. The LGD rating methodologywill also enhance the consistency in Moody's notching practicesacross industries and will improve the transparency and accuracyof Moody's ratings as Moody's research has shown that creditlosses on bank loans have tended to be lower than those forsimilarly rated bonds.

Probability-of-default ratings are assigned only to issuers, notspecific debt instruments, and use the standard Moody's alpha-numeric scale. They express Moody's opinion of the likelihoodthat any entity within a corporate family will default on any ofits debt obligations.

Loss-given-default assessments are assigned to individual rateddebt issues -- loans, bonds, and preferred stock. Moody's opinionof expected loss are expressed as a percent of principal andaccrued interest at the resolution of the default, withassessments ranging from LGD1 (loss anticipated to be 0% to 9%) toLGD6 (loss anticipated to be 90% to 100%).

Based in New Orleans, Louisiana, International Shipholding Corp. -- http://www.intship.com/-- through its subsidiaries, operates a diversified fleet of U.S. and foreign flag vessels that provideinternational and domestic maritime transportation services tocommercial and governmental customers under medium-to long-termcharters or contracts.

JACK IN THE BOX: Dutch Offer Cues Moody's Negative Review---------------------------------------------------------Moody's Investors Service placed all ratings of Jack-in-the-BoxInc. under review for possible downgrade.

The review was prompted by the company's announcement that it willexecute a modified Dutch tender offer for up to 5.5 millionsshares of its common stock or a maximum aggregate purchase priceof $335.5 million, which it will partially fund with a new$625 million bank credit facility that will be comprised of a$150 million revolver and $475 million term loan.

Proceeds from the new credit facility will also be used to retireexisting term debt outstanding. The company will offer topurchase its common stock at a price that is not greater than$61 and not less than $55 per share for a period of time that isexpected to commence on Nov. 21, 2006 and expected to expire onDec. 19, 2006.

The review for possible downgrade will focus on the negativeimplications of increasing debt levels associated with theproposed Dutch tender offer.

The review will also focus on management's strategic plan inregards to future shareholder initiatives and what Moody'sbelieves to be a growing emphasis towards increasing shareholdervalue to the potential detriment of bondholders.

For the twelve month period ending July 9, 2006, Jack-in-the-Box'scredit metrics based on Moody's standard analytical adjustmentsresulted in high leverage on a debt to EBITDA basis of about 4.2x,although EBIT coverage of interest of approximately 2.7x andretained cash flow to debt of around 16% were relativelyreasonable.

As of Oct. 1, 2006, the company reported cash and cash equivalentsof approximately $233.9 million.

Jack in the Box Inc, headquartered in San Diego, California,operates or franchises 2079 quick-service hamburger restaurantspredominantly on the West Coast, in Texas, and in the Southeast.The company also operates or franchises 318 fast-casual QdobaMexican Grills and 55 Quick Stuff convenience stores. Revenue forthe Fiscal Year ending October 3, 2006 exceeded $2.7 billion.

JAZZ GOLF: Court OKs Asset Sale Proposal under Canadian Bankr. Act------------------------------------------------------------------The proposal authorizing the sale of the assets of Jazz GolfEquipment Inc. to 5330319 Manitoba Ltd., made pursuant to theCanadian Bankruptcy and Insolvency Act, was approved by the Hon.Albert Clearwater of the Manitoba Court of Queen's Bench at ahearing held on Nov. 22, 2006, in Winnipeg, Manitoba.

As contemplated by the Proposal, Jazz will proceed to sell all ofits assets and undertaking to 5330319 Manitoba Ltd., a privatecorporation financed by Ensis Growth Fund Inc. The transactionwill close today, Nov. 23, 2006, at which time Jazz will cease tocarry on active business and Newco will continue on the businessof designing and selling golf equipment under its new name, JazzSports Limited. The consideration received for the transfer ofassets will be consistent with the terms of the Proposal.

The shares of Jazz presently listed on the TSXV will move to theNEX Board of the TSXV, where Jazz shares will trade under thesymbol JZZ.H.

As a condition of the sale of its assets, Jazz has undertaken tochange its name to a name that does not include the words "JazzGolf".

JETBLUE AIRWAYS: Moody's Junks Rating on $40-Mil. Facility Bonds----------------------------------------------------------------Moody's Investors Service assigned ratings of Caa1, LGD5, 88% tothe approximately $40 million of Special Facility Revenue Bonds,Series 2006 to be issued by the New York City IndustrialDevelopment Agency.

The Caa1 rating is the senior unsecured debt rating of JetBlue, asthe obligor of the JFK Facility Bonds.

Moody's affirmed the B2 corporate family rating for JetBlueAirways Corporation.

The outlook remains negative.

Under the structure, JetBlue will enter into a series of leaseswith the NYC Agency whereby payments from JetBlue will be passedthrough to JFK Facility Bond holders. In addition, JetBlue willunconditionally guarantee the timely payment of interest andprincipal of the bonds.

Using Moody's Loss Given Default methodology, a LGD5 bucketimplies that holders of a JetBlue senior unsecured claim couldexpect to experience a loss of between 70 and 90% in the event ofa default. The Caa1 rating reflects the subordination of a seniorunsecured claim at JetBlue to the substantial amount of secureddebt in JetBlue's capital structure.

The JFK Facility Bonds will be issued to reimburse JetBlue for aportion of the cost of construction of an airport facility thatwas substantially completed in June 2005 and is in use by JetBlueAirways Corporation at the JFK International Airport. While theBonds are secured by a leasehold mortgage interest in the land andbuilding improvements, Moody's views such security as having verylimited value for bond holders.

In the event of default, The Port Authority of New York and NewJersey would fully control critical decisions such as thepotential re-assignment of the lease, although The Port Authorityis required to adhere to certain standards as defined in thedocuments.

"Because the holders of the JFK Facility Bonds do not have fullcontrol of the collateral and the holders would more likely pursueclaims under the guaranty, Moody's views these obligations as asenior unsecured claim of JetBlue Airways", according to BobJankowitz at Moody's Investors Service.

JetBlue's B2 corporate family rating reflects the airline's low-cost operations combined with an appealing product and strongbrand image among consumers that provide it with a competitiveadvantage among air carriers in its high-density core markets.Nonetheless, rapid growth in the mostly debt-financed aircraftfleet, with operating margins low even by airline standards, haveresulted in credit metrics that are weak for the current B2 ratingcategory.

The negative outlook reflects Moody's concerns that the companycould face challenges executing its growth strategy with a newaircraft type, and returning to profitability over the near termwhile operating in the still high fuel cost environment. Therating outlook could be stabilized if substantial improvements toits operating results occur, including an EBIT margin greater than7% over time and EBIT to interest expense sustainably greater than1.5x, as well as a successful integration of the E190 aircraft.

Ratings assigned:

* New York City Industrial Development Agency Special Facility Revenue Bonds, Series 2006 (JetBlue Airways Corporation Project) rated at Caa1, LGD5, 88%.

As of the Nov. 17, 2006 distribution date, the transaction'saggregate certificate balance has decreased by approximately 3.4%to $1.38 billion from $1.42 billion at securitization. TheCertificates are collateralized by 103 mortgage loans ranging insize from less than 1.0% of the pool to 15.8% of the pool, withthe top 10 loans representing 59.4% of the pool. The poolincludes five shadow rated investment grade loans comprising 44.2%of the pool. Four loans, representing 7.9% of the pool balance,have defeased and are collateralized by U.S. Governmentsecurities.

The pool has not sustained any losses to date. Currently there isone loan, representing less than 1.0% of the pool, in specialservicing. Moody's is estimating a loss of $2.3 million for thisloan. Seventeen loans, representing 8.8% of the pool, are on themaster servicer's watchlist.

The largest shadow rated loan is the UBS Center - Stamford Loan($216.8 million - 15.8%), which is secured by the leaseholdinterest in a 682,000 square foot Class A office property locatedin Stamford, Connecticut. The property is 100% leased to UBS AGand serves as the US headquarters of UBS Investment Bank. Thelease is triple net and expires in December 2017. The loan isstructured with a 23.75 year amortization schedule and matures inOct. 2016. The loan sponsor is Eaton Vance Management. Moody'scurrent shadow rating is A3, the same as at securitization.

The second shadow rated loan is the GIC Office Portfolio Loan($200.0 million - 14.5%), which is a pari passu interest in a$700.0 million first mortgage loan. The loan is secured by 12office properties totaling 6.4 million square feet and located inseven states. The highest geographic concentrations are Chicago,San Francisco and suburban Philadelphia. The portfolio is 90.6%occupied, essentially the same as at securitization. The Chicagoconcentration is comprised of two buildings -- the AT&T CorporateCenter and the USG Building. The performance of these propertieshas declined slightly since securitization. The loan sponsor isPrime Plus Investments, Inc., a private REIT wholly owned by theGovernment of Singapore Investment Corporation Pte Ltd. The loanmatures in January 2014 and is structured with an initial five-year interest only period. Moody's current shadow rating is A2,the same as at securitization.

The third shadow rated loan is the MGM Tower Loan ($124.5 million- 9.0%), which is secured by a 777,000 square foot Class A officebuilding located in the Century City office submarket of LosAngeles, California. The property was constructed in 2003 and wasstill in lease-up at securitization. The property is 95.5%occupied, compared to 77.0% at securitization. The largesttenants are MGM and International Lease Finance Corporation. Theproperty is also encumbered by an $86 million B Note. The loansponsor is JMB Realty Corporation. Moody's current shadow ratingis Aa2, the same as at securitization.

The fourth shadow rated loan is the Louis Joliet Mall Loan, whichis secured by the borrower's interest in a 938,000 square footregional mall located approximately 35 miles southwest of Chicagoin Joliet, Illinois. The mall is anchored by Marshall Field's,Sears, J.C. Penney and Carson Pirie Scott, all of whom own theirown pads and improvements and are not part of the collateral. Thein-line tenant space is 93.3% occupied, compared to 92.7% atsecuritization. Performance has improved since securitization dueto higher rents and stable expenses. The loan sponsor isWestfield America Inc. Moody's current shadow rating is A3,compared to Baa3 at securitization.

The fifth shadow rated loan is the Southgate Mall Loan ($12.1million - 0.9%), which is secured by a 473,000 square footregional mall located in Missoula, Montana. The mall is anchoredby Dillard's, Sears and J.C. Penney. The loan fully amortizes overa 20-year term. Moody's current shadow rating is Aa1, the same asat securitization.

The top three non-defeased conduit loans represent 8.2% of theoutstanding pool balance.

IThe largest conduit loan is the Passaic Street Industrial ParkLoan ($44.8 million - 3.3%), which is secured by 10 industrial andwarehouse properties located in Wood Ridge, New Jersey. Theportfolio contains 2.2 million square feet and is 93.9% occupied,essentially the same as at securitization. The largest tenant isRose Art Industries, Inc. The portfolio's performance has declinedsince securitization due to higher expenses. Moody's LTV is98.1%, compared to 96.3% at securitization.

II

The second largest conduit loan is the Market Place at FourCorners Loan ($38.6 million - 2.8%), which is secured by a 471,000square foot community retail center located approximately 20 milessoutheast of Cleveland in Bainbridge Township, Ohio. The centeris anchored by Wal-Mart and Kohl's, which together occupy 48.0% ofthe premises on long-term leases. The center is 98.5% occupied,compared to 95.9% at securitization. Performance has improvedsince securitization due to higher income and stable expenses.Moody's LTV is 87.5%, compared to 96.1% at securitization.

III

The third largest conduit loan is the Kurtell Medical OfficePortfolio Loan ($29.0 million - 2.1%), which is secured by fivemedical office buildings and one out-patient surgical centerlocated in Nashville, Tennessee and Orlando, Florida. Theportfolio totals 212,000 square feet. Occupancy is currently97.7%, compared to 94.7% at securitization. Moody's LTV is 99.8%,compared to 104.1% at securitization.

The pool's collateral is a mix of office, retail, multifamily,U.S. Government securities (7.9%) and industrial and self storage.The collateral properties are located in 28 states and Washington,D.C.

The notes are divided in to two tranches, with $300 millionmaturing in 2013 and $600 million maturing in 2016. The noteswill be guaranteed by certain Lear direct and indirectsubsidiaries. Proceeds will be used to tender for Lear'soutstanding 8.125% unsecured senior notes due 2008 and asignificant portion of the outstanding 8.11% unsecured seniornotes due 2009, resulting in a slight increase in Lear's unsecureddebt mix, but not enough to change Fitch's recovery analysis.

The refinancing extends debt maturities by five to eight years,and together with Lear's bank facilities, provides substantialliquidity and time to focus on restructuring efforts.

The Outlook is Negative.

Lear will continue to face very difficult conditions in the U.S.market due to declining production at Ford and GM high commoditycosts and Lear's restructuring efforts. New business wins andreduced capital expenditures will help support operating resultsduring the restructuring process, but any improvement in thecompany's leverage position in 2007 is expected to be modest. Thepending formation of a joint-venture to which Lear will contributeits interiors operations is viewed as a positive due to thatunit's operating losses and high capital expenditure requirements.

Fitch's current ratings are unaffected by the refinancing of likedebt:

LEGACY ESTATE: Files Amended Disclosure Statement in California---------------------------------------------------------------The Legacy Estate Group LLC and its Official Committee ofUnsecured Creditors has filed an amended Disclosure Statementexplaining their joint Chapter 11 Plan of Liquidation with theU.S. Bankruptcy Court for Northern District of California.

The Court previously approved the sale of substantially all of theDebtor's assets to Kendall-Jackson Wine Estates Ltd for about$97 million.

The Plan provides for the distribution of the Debtor's cash onhand, including the net proceeds from the purchase deal, inaccordance of the priorities established by the Bankruptcy Code.

Any excess of the proceeds will be distributed to equity securityholders.

Liens and security interests in substantially all of the Debtor'sassets secured the loans. As a result of the debt incurred tofinance the acquisitions, the Debtor became over-leveraged, wasunable to service that debt and eventually defaulted in itsobligations to Laminar. Laminar was entitled to enforce its legalrights and remedies against the Debtor, including foreclosure ofits liens and security interests.

In connection with the sale hearing, the Debtor, Laminar, theCreditors' Committee and Connaught Capital Partners, LLC, enteredinto a stipulation that will fix the amount of Laminar's claimsunder the credit agreements and the Bryan Legacy claim. The Courtapproved the Laminar Stipulation on Aug. 16, 2006. Laminarreceived $87.2 million from the sale proceeds. Its remainingsubordinated claim amounted to $1.3 million.

Treatment of Claims

Under the Debtor's Amended Plan, all administrative claims will bepaid in full.

Holders of tax claims will receive a cash payment of the allowedamount of that claim. In addition, if all allowed unsecuredclaims are paid in full, then each allowed tax claim holder wouldreceive a pro rate basis of interest on that claim.

All holders of the allowed Red Barn Claims will be paid in full,including interest and attorneys' fees, if any. If a Red BarnClaim is known to be an allowed administrative claim or an allowedunsecured claim, that Red Barn Claim will receive the sametreatment provided to other creditors holding similar allowedclaims.

(c) other less favorable treatment as agreed by the Debtor and secured claim holder.

Priority claims will be paid in full. In addition, if all allowedunsecured claims are paid in full, then each holder of an allowedpriority claim will receive interest on that claim at the legalrate of 4.35% from the bankruptcy filing through the date ofpayment in full to the extent of remaining available cash, on apro rata basis with holders of allowed tax and unsecured claimsand the Laminar Subordinated Claim.

Holders of Allowed Class 5 Timely Filed Unsecured Claim willreceive their pro rata share of available cash under one or moredistributions, until paid in full. In addition, if all allowedclass 7 Late Filed Claims are in full payment, then each holder ofAllowed Class 5 claim, will receive interest on that claim at thelegal rate of 4.35% from the bankruptcy filing through the date ofpayment in full to the extent of remaining available cash, on apro rata basis with holders of allowed tax, priority and latefiled unsecured claims and the Laminar Subordinated Claim.

Pursuant to the Laminar Stipulation, holders of the LaminarSubordinated Claim will receive half of each additional dollar inexcess of $1.15 million available for distribution to allowedClass 5 claims, until paid in full of the Laminar SubordinatedClaim. In addition, if all allowed class 7 Late Filed Claims arein full payment, then each holder of Laminated Subordinated Claim,will receive interest on that claim at the legal rate of 4.35%from the bankruptcy filing through the date of payment in full tothe extent of remaining available cash, on a pro rata basis withholders of allowed tax, priority and unsecured claims.

All Allowed Class 7 Late Filed Claim holders will receive its prorata share of all available cash remaining after payment in fullof Class 5 and 6. In addition, if all allowed class 7 Late FiledClaims are in full payment, then each holder of Allowed Class 7claim, will receive interest on that claim at the legal rate of4.35% from the bankruptcy filing through the date of payment infull to the extent of remaining available cash, on a pro ratabasis with holders of allowed tax, priority and Timely FiledUnsecured Claims and the Laminar Subordinated Claim.

Equity Interest holders, who will lose all rights to control themanagement and governance of the Debtor, will receive its pro ratashare of all available cash remaining after payment in full of allallowed claims.

The Court will convene a hearing on Feb. 9, 2007, at 10:00 A.M.,to consider approval of the Debtor's Amended Disclosure Statement.

A full-text copy of the Debtor's Amended Disclosure Statement isavailable for a fee at:

Headquartered in Saint Helena, California, The Legacy Estate GroupLLC -- http://www.freemarkabbey.com/-- owns Freemark Abbey Winery, which produces a range of red, white, and dessert wines.Legacy Estate and Connaught Capital Partners, LLC, filed forchapter 11 protection on November 18, 2005 (Bankr. N.D. Calif.Case No. 05-14659). John Walshe Murray, Esq., Lovee Sarenas,Esq., and Robert A. Franklin, Esq., at the Law Offices of Murrayand Murray represent the Debtors in their restructuring efforts.Lawyers at Winston & Strawn LLP represents the Official Committeeof Unsecured Creditors. When the Debtors filed for protectionfrom their creditors, they estimated more than $100 million inassets and debts between $50 million and $100 million.

LEVITZ HOME: Government Withdraws $1.3-Million Claim----------------------------------------------------On behalf of the U.S. Government, the Internal Revenue Servicewithdraws the Government's request for payment of a $1,350,262administrative expense claim filed against Levitz HomeFurnishings, Inc., and its debtor-affiliates.

The claim was filed on March 8, 2006, for taxes and any interestor penalty due under the internal revenue laws of the UnitedStates.

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.-- http://www.levitz.com/-- retails furniture in the United States with 121 locations in major metropolitan areas principallythe Northeast and on the West Coast of the United States. TheCompany and its 12 affiliates filed for chapter 11 protection onOct. 11, 2005 (Bank. S.D.N.Y. Lead Case No. 05-45189). David G.Heiman, Esq., and Richard Engman, Esq., at Jones Day, representthe Debtors in their restructuring efforts. When the Debtorsfiled for protection from their creditors, they reported$245 million in assets and $456 million in debts. Jay R. Indyke,Esq., at Kronish Lieb Weiner & Hellman LLP represents the OfficialCommittee of Unsecured Creditors. Levitz sold substantially allof its assets to Prentice Capital on Dec. 19, 2005. (LevitzBankruptcy News, Issue No. 22; Bankruptcy Creditors' Service,Inc., http://bankrupt.com/newsstand/or 215/945-7000)

LEVITZ HOME: Moves Corporate Offices to the Woolworth Building--------------------------------------------------------------Levitz Furniture will relocate its corporate headquarters to theWoolworth Building in downtown Manhattan. The announcement comesas the home furnishings leader continues its significant progresstowards rebuilding the Levitz brand. Levitz Furniture expects therelocation will be complete by mid-December.

The company will move its current corporate office in Woodbury,N.Y. into the entire 23rd floor of the Woolworth Building, locatedat 233 Broadway between Barclay Street and Park Place in downtownManhattan. Levitz Furniture will take approximately 30,000 squarefeet in the building in a sublease from Reuters. The Company willcontinue to maintain a small corporate presence in Woodbury,mostly within its Information Technology area.

"We are continuing our efforts to strengthen the Levitz brand, andthis move to lower Manhattan represents one more important step,"said Tom Baumlin, CEO of Levitz Furniture. "Over the past severalmonths, we have attracted a world class management team andbelieve this move will further our efforts to continue to bring asuperior level of creative talent to our organization. We areexcited to tap into the energy of Manhattan and participate in thedowntown area's rebuilding efforts as we reestablish LevitzFurniture as a premier source for furniture, bedding and homefurnishings."

"Tenants from all areas continue to realize the draw of downtownManhattan," said Mr. Peretz. "With new retail, residential andoffice components coming online, downtown is one of the mostprogressive business districts in the nation, and forward-thinkingcompanies like Levitz Furniture want to operate here."

Built in 1913, the Woolworth Building is one of the 20 tallestbuildings in New York City, and was the world's tallest buildinguntil 1930 when it was surpassed by 40 Wall Street. The building,which totals 54 stories and more than 855,000 square feet, wascommissioned by Woolworth's founder Frank Woolworth as theretailer's new corporate headquarters.

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.-- http://www.levitz.com/-- retails furniture in the United States with 121 locations in major metropolitan areas principallythe Northeast and on the West Coast of the United States. TheCompany and its 12 affiliates filed for chapter 11 protection onOct. 11, 2005 (Bank. S.D.N.Y. Lead Case No. 05-45189). David G.Heiman, Esq., and Richard Engman, Esq., at Jones Day, representthe Debtors in their restructuring efforts. When the Debtorsfiled for protection from their creditors, they reported$245 million in assets and $456 million in debts. Jay R. Indyke,Esq., at Kronish Lieb Weiner & Hellman LLP represents the OfficialCommittee of Unsecured Creditors. Levitz sold substantially allof its assets to Prentice Capital on Dec. 19, 2005. (LevitzBankruptcy News, Issue No. 22; Bankruptcy Creditors' Service,Inc., http://bankrupt.com/newsstand/or 215/945-7000)

MAGNOLIA ENERGY: Files Schedules of Assets and Liabilities----------------------------------------------------------Magnolia Energy L.P. and its debtor-affiliates delivered itsSchedules of Assets and Liabilities to the U.S. Bankruptcy Courtfor the District of Delaware disclosing:

Matria recently upsized its senior secured first lien term loanfrom $265 million to $330 million and used the proceeds to prepayall outstandings under its $65 million second lien term loan.

In rating the revised capital structure and in accordance withMoody's Loss Given Default rating methodology Moody's loweredMatria's probability of default rating to B2 from B1.

Additionally, Moody's revised the company's first lien creditfacility ratings to B1 from Ba3 reflecting the new capitalstructure. More specifically, Moody's believes that the firstlien bank debt would fully absorb losses in the event of a paymentdefault since Matria's capital structure now lacks the cushionafforded by the presence of junior capital, which suggests ahigher expected loss and results in lowered ratings.

The outlook change to stable reflects the company's FacetTechnologies and Dia Real divestitures, the use of such proceedsto reduce debt, the company's integration of CorSolutions, and itsrealization of expected cost synergies. The stable outlook alsoreflects Matria's revenue growth and margin improvement.

Moody's revised the ratings on Matria's first lien facility to B1from Ba3, reflecting the changes to the company's capitalstructure.

Moody's affirmed the first lien bank debt's loss given defaultrating of LGD-3, which reflects a loss equal to or greater than30% and less than 50% in the event of a default. The ratings onthe first lien bank debt benefit from a first priority claim onsubstantially all Matria's assets and are guaranteed bysubstantially all of the company's subsidiaries.

Moody's notes that pricing on the upsized first lien term loan isunchanged and that Matria will benefit from $3.1 million inannualized interest costs savings due to the high LIBOR spread ofthe former second lien term loan.

-- $10.7 million class G to 'AAA' from 'AA+'; -- $23.6 million class H to 'A+' from 'A'; -- $8.6 million class J to 'A-' from 'BBB+; -- $12.9 million class K to 'BBB' from 'BBB-'; -- $6.4 million class L to 'BBB-' from 'BB+'; and, -- $8.6 million class M to 'B+' from 'B'.

The $8.6 million class N remains at 'CCC'. Fitch does not ratethe $7.6 million class O certificates, and class A-1 has paid infull.

The upgrades reflect the increased credit enhancement levels fromloan payoffs and amortization, and the defeasance of 18 loanssince issuance. As of the October 2006 distribution date, thetransaction's aggregate principal balance has decreased 34.8% to$559.2 million from $859.7 million at issuance.

Currently, one asset is specially serviced and real-estate ownedand losses are expected. The asset is a 168,838 square footretail center in Madison, NC that is 73% occupied as of August2006. In Oct. 2005 the asset lost a major tenant after the leasewas rejected after bankruptcy filing.

Although Fitch expects losses on the specially serviced loan,class O is more than sufficient to absorb the anticipated losses.

"The ratings could be raised within the next two years, ifbusiness conditions and financial prospects are supportive of acontinued strengthening of credit quality metrics," saidStandard & Poor's credit analyst Wesley E. Chinn.

The overall creditworthiness of Nalco, a subsidiary of NalcoFinance Holdings LLC, reflects very aggressive debt leverage,challenging industry conditions in the paper chemicals business,and mature markets in certain geographic regions, especiallyEurope. Partially offsetting these weaknesses are Nalco's strongcompetitive position in water treatment and process chemicals,respectable operating margins, and its ability to generatemeaningful discretionary cash flows, which are being used for debtreduction.

The ratings incorporate Nalco's position as a global leader inproviding raw water and wastewater treatment, process improvementservices, and chemicals and equipment programs for offerings thatare technology- and service-intensive. Nalco's well-established,defensible business position underpins a solid track record ofoperating profitability. Even when key end-markets experiencecyclical downturns, results exhibit a meaningful degree ofstability, indicating the resilience of this specialty chemicalsservice business. The industrial and institutional business issolid, and Nalco's energy services customers are experiencingstrong industry conditions.

Ongoing cost-saving projects, the energy services businessoperating at a high rate, and organic growth in industrial andinstitutional services, especially in international markets,enhance Nalco's proven cash-generating capability. Moreover,additional debt reduction is likely in 2007. The ratings could beraised within the next 18 to 24 months, depending in part on theextent of the improvement in cash flow protection and debtleverage measures.

Also key to an upgrade is the continuation of business prospectsand financial policies that support Nalco's achieving andmaintaining the ratio of funds from operations to total adjusteddebt approaching 15%.

NASDAQ STOCK: Makes $250 Mil. Partial Prepayment of Sr. Bank Debt-----------------------------------------------------------------The NASDAQ Stock Market Inc. is repaying $250 million of itssenior bank debt issued to finance acquisitions. Nasdaq said thisis an early partial prepayment, made from the company's availablecash resources; it will not trigger a prepayment penalty.

The Nasdaq Stock Market Inc. -- http://www.nasdaq.com/-- is the largest electronic equity securities market in the United Stateswith approximately 3,200 companies.

Moody's Investors Service assigned in April 2006 ratings to threenew bank facilities of The Nasdaq Stock Market Inc.: a $750million Senior Secured Term Loan B, a $1,100 million Secured TermLoan C, and a $75 million Senior Secured Revolving CreditFacility. Moody's said each facility is rated Ba3 with a negativeoutlook.

NEVADA DEPARTMENT: Fitch Cuts Rating on $445.8-Mil. Bonds to B3---------------------------------------------------------------Moody's has downgraded the underlying rating on the NevadaDepartment of Business and Industry's $445.8 million Las VegasMonorail Project Revenue Bonds, First Tier Series 2000 to B3 fromBa1.

This concludes our Watchlist review initiated on Oct. 24, 2006.

The rating outlook is negative.

The rating downgrade and negative outlook reflect thesignificantly below forecasted performance of both ridership andrevenues and the expected depletion of a substantial amount of theMonorail's remaining working capital reserves this year. Therating also reflects our expectation that the system will bechallenged to achieve the growth in ridership and revenuesnecessary to achieve financial self-sufficiency and meet its debtobligations debt service obligations through 2009 and beyond.

The First Tier bonds are insured by Ambac and as such carry aninsured rating of Aaa. Moody's will continue to maintain anunderlying rating on the First Tier bonds. The 2nd Tier bondsoutstanding in the amount of $148 million are unrated and aresubordinated to the prior payment of 1st Tier debt service as wellas debt service reserve fund replenishment in the flow of fundsestablished in the Bond Indenture.

Legal security:

The bonds are secured by a first lien on the net revenues of theMonorail system.

* Moody's estimates that the system has sufficient cash balances and reserves to cover 1st and 2nd Tier debt service through 2009

* System operations are reliable and operating expenses are trending lower than budgeted in FY 2006

* Strong legal provisions in the financing documents include the obligation to hire an independent consultant if the rate covenant is not met and increase fares to meet payment obligations

Challenges:

* Ridership and revenues continue fall far below the original forecast and the system has limited economic ability to increase fares due to new competing alternatives along the Strip

* At current ridership and revenue levels the system will deplete all reserves by 2009 with a payment default anticipated by FY 2010 once reserves are exhausted. Dramatic revenue growth is needed to support operations and First Tier debt service

* Operating revenues for FY 2006 are 59% of budgeted amounts primarily due to lower ridership and fare revenue, but also due to lower than expected advertising revenue

* Debt service payments grow steadily over time

Recent developments:

A sizeable fare increase to $5.00 per ride from $3.00 wasimplemented in January 2006. Combined with the introduction ofdouble decker bases along the Las Vegas Strip by Clark County,which have seen an increased ridership of 2,000 per day, the66% fare increase contributed to a ridership decline of 25% for FY2006.

FY 2006 project revenues and an additional $11.2 million inliquidated damages payment from Bombardier for periods afterJanuary 2004 when the system was not operational or not performingaccording to contract specifications will cover expenses and debtservice, but not covenanted coverage of 1.4x for the 1st Tierbonds. The Monorail used $10 million of these settlement paymentsto pay expenses in FY 2005, which combined with farebox andadvertising revenue was sufficient to pay operating expenses and1st and 2nd Tier debt service.

The FY 2007 budget assumes that operating revenues will increaseby 10.5% over the estimated $34 million expected in FY2006. Thisassumes a ridership gain of 7% over FY 2006, which Moody's thinksmay be somewhat optimistic. Operating expenses are estimated toincrease by 6.3%, largely due to insurance and marketing andadvertising costs.

The Monorail is continuing to pursue new advertising revenues,including the development of partnerships with travel and ticketbrokers in order to bolster operating revenues. Going forwardMoody's expects that the Monorail will have sufficient cashreserves, including the use of the DSRF, to cover any operatingdeficits and debt service through 2009. Beyond FY 2009, absent asignificant increase in operating revenues or a debtrestructuring, Moody's expects that the Monorail may have a debtpayment default. The B3 rating continues to acknowledge thesystem's improved record of safety and reliability sincerestarting operations in late Dec. 2004.

Maintenance of the B3 rating assumes the Monorail will continue toperform at or near full system availability and that sufficientrevenues will be available to pay debt service of the 1st Tierbonds.

Pursuant to the Indenture if it fails to meet its rate covenantthe Monorail must hire an independent traffic and revenueconsultant to make recommendations as to how to comply with thecovenants. The company is in the process of soliciting proposalsin consultation with AMBAC and expects to hire a consultant inDecember.

Market Position and Competitive Strategy:

Significant improvements in ridership needed to support operationsand debt service.

Moody's breakeven analysis indicates that the Monorail would needto generate at least $60 million in revenues to support operatingexpenses, First Tier debt service and Second Tier debt service in2007, or nearly twice as much as the $34 million in operatingrevenues expected in FY 2006.

In Moody's view, this represents a significant challenge that willdepend on continued system safety and availability and the successof ongoing marketing initiatives in coordination with hotelproperties and the convention center that are expected to boostridership and revenues over the next few years.

Financial position and performance:

Existing reserves available for operations and debt service.

The Monorail has cash and reserves equal to roughly $60 million topay for operating deficits and debt service on First Tier andSecond Tier bonds. Reserves include $21 million in General Fundsas well as $3.9 million in excess construction funds. The 1stTier bonds have a $41.9 million Debt Service Reserve Fund, half ofwhich is in the form of a surety provided by AMBAC. The 2nd Tierbonds have a $14.2 million DSRF, which is available only to thosebonds.

Capital program:

No borrowing plans at this time.

The Monorail is operating reliably and currently has nosignificant capital projects planned and no borrowing is expected,though a possible extension of the Monorail to Las Vegas McCarranInternational Airportis actively being considered.

Background:

The project bonds were issued in 2000 to finance the constructionof the Monorail system on the east side of the Las Vegas Stripthrough a loan agreement between the issuer and the Las VegasMonorail Corporation, a non-profit public benefit corporationgoverned by a five-member Board appointed by the Governor. Theproject was additionally financed through the issuance of$146 million Second Tier bonds and $48.5 million SubordinateBonds, which are not rated by Moody's.

A delayed opening in July 2004 and subsequent shut down ofoperations from September 8th through Dec. 24th, 2004 due tomechanical problems produced significantly weaker than expectedridership and revenue results during the first months ofoperation.

Outlook:

The negative outlook is based on Moody's expectation thatridership and revenues will likely remain significantly beloworiginal forecasted levels, and the Monorail will need asignificant continued ramp up in ridership and revenues in orderto meet operating and debts service obligations over the nextseveral years.

What could change the rating - up

The rating could improve if ridership and revenues growdramatically over the course of the next year and are sufficientto pay annual operating expenses and debt service.

What could change the rating - down

The rating could drop further, absent an improvement in ridershipand growth in revenues necessary to support operating expenses andFirst Tier debt service.

NEW YORK IDA: Moody's Junks Rating on $40-Mil. Facility Bonds-------------------------------------------------------------Moody's Investors Service assigned ratings of Caa1, LGD5, 88% tothe approximately $40 million of Special Facility Revenue Bonds,Series 2006 to be issued by the New York City IndustrialDevelopment Agency.

The Caa1 rating is the senior unsecured debt rating of JetBlue, asthe obligor of the JFK Facility Bonds.

Moody's affirmed the B2 corporate family rating for JetBlueAirways Corporation.

The outlook remains negative.

Under the structure, JetBlue will enter into a series of leaseswith the NYC Agency whereby payments from JetBlue will be passedthrough to JFK Facility Bond holders. In addition, JetBlue willunconditionally guarantee the timely payment of interest andprincipal of the bonds.

Using Moody's Loss Given Default methodology, a LGD5 bucketimplies that holders of a JetBlue senior unsecured claim couldexpect to experience a loss of between 70 and 90% in the event ofa default. The Caa1 rating reflects the subordination of a seniorunsecured claim at JetBlue to the substantial amount of secureddebt in JetBlue's capital structure.

The JFK Facility Bonds will be issued to reimburse JetBlue for aportion of the cost of construction of an airport facility thatwas substantially completed in June 2005 and is in use by JetBlueAirways Corporation at the JFK International Airport. While theBonds are secured by a leasehold mortgage interest in the land andbuilding improvements, Moody's views such security as having verylimited value for bond holders.

In the event of default, The Port Authority of New York and NewJersey would fully control critical decisions such as thepotential re-assignment of the lease, although The Port Authorityis required to adhere to certain standards as defined in thedocuments.

"Because the holders of the JFK Facility Bonds do not have fullcontrol of the collateral and the holders would more likely pursueclaims under the guaranty, Moody's views these obligations as asenior unsecured claim of JetBlue Airways", according to BobJankowitz at Moody's Investors Service.

JetBlue's B2 corporate family rating reflects the airline's low-cost operations combined with an appealing product and strongbrand image among consumers that provide it with a competitiveadvantage among air carriers in its high-density core markets.Nonetheless, rapid growth in the mostly debt-financed aircraftfleet, with operating margins low even by airline standards, haveresulted in credit metrics that are weak for the current B2 ratingcategory.

The negative outlook reflects Moody's concerns that the companycould face challenges executing its growth strategy with a newaircraft type, and returning to profitability over the near termwhile operating in the still high fuel cost environment. Therating outlook could be stabilized if substantial improvements toits operating results occur, including an EBIT margin greater than7% over time and EBIT to interest expense sustainably greater than1.5x, as well as a successful integration of the E190 aircraft.

Ratings assigned:

* New York City Industrial Development Agency Special Facility Revenue Bonds, Series 2006 (JetBlue Airways Corporation Project) rated at Caa1, LGD5, 88%.

NEW YORK IDA: S&P Places B Rating to $40-Mil. Facility Bonds------------------------------------------------------------Standard & Poor's Ratings Services assigned its 'B' rating to$40 million of New York City Industrial Development Agency specialfacility revenue bonds, series 2006, maturing on May 15, 2021, andMay 15, 2030; the amount for each maturity have yet to bedetermined.

The bonds, which will be used to finance a hangar and otherfacilities, will be serviced by payments made by JetBlue AirwaysCorp. under a lease between the airline and the agency.

"The JFK airport bonds are rated at the same level as thecorporate credit rating on JetBlue because bondholders have thebenefit of a security package not available to general unsecuredcreditors," said Standard & Poor's credit analyst Betsy Snyder.

Standard & Poor's believe there is a substantial risk that, ifchallenged, the facility lease under which the IndustrialDevelopment Agency leases the land and facilities to JetBlue wouldbe recharacterized as a financing in any JetBlue bankruptcyreorganization, which occurred in the case of a substantiallysimilar lease and special facility revenue bonds in United AirLines Inc.'s bankruptcy. In the event of a JetBlue bankruptcy,bondholders should nonetheless benefit from guarantees of thebonds by JetBlue, which are secured by JetBlue's leaseholdinterest in the facilities lease.

The 'B' long-term corporate credit rating on JetBlue reflects aweaker financial profile after losses that began in 2005, withonly modest improvement expected over the near to intermediateterm; and the inherent risk characteristics of the U.S. airlineindustry.

Ratings also incorporate the company's relatively low operatingcosts, despite ongoing high fuel prices, and continuing highdemand for its product offering. Since the second half of 2004,the company's results have been hurt by high fuel prices, withonly minimal fuel hedges in place as an offset.

JetBlue has instituted a "Return to Profitability" plan thatincludes the sale of five A320 aircraft in the latter half of2006, the deferral of 12 A320 aircraft that had been scheduled fordelivery in the 2007-2009 period to 2011-2012, further aircraftsales and yet to be determined, and a greater focus on short- tomedium-haul flying, all of which will slow down the company'sgrowth rates from previously expected levels. The plan alsoincludes revenue enhancements and nonfuel cost reductions.

JetBlue's costs are expected to remain under pressure as long asfuel prices remain high. However, the company's credit ratios areexpected to improve modestly over the near to intermediate term asbenefits from its Return to Profitability plan are realized. Ifthe company were to experience material losses, the outlook couldbe revised to negative. Revision to a positive outlook is notconsidered likely.

The NIM Notes are backed by a 100% interest in the Class X andClass P Certificates issued by Nomura Home Equity Loan, Inc., HomeEquity Loan Trust, Series 2006-FM2. The Class X Certificates willbe entitled to all excess cash flows of the respective loan groupsin the underlying trust, and the Class P Certificates will beentitled to all prepayment premiums or charges received in respectof the mortgage loans. The NIM Notes will also be entitled to thebenefits of a NIM Cap Agreement with HSBC Bank USA, NA.

The Trust will receive funds should LIBOR exceeds 5.32% perannum subject to a ceiling of 9.50% per annum. In addition, theNIM Notes will benefit from an underlying swap agreement, anunderlying interest rate cap agreement and an underlying basisrisk cap agreement with HSBC Bank USA, NA.

Payments on the NIM Notes will be made on the 25th of each monthcommencing in November 2006. The interest payment amount will bedistributed to the Noteholders, followed by the principal paymentamount to the Noteholders until the principal balance of the NIMNotes is reduced to zero. Any remaining amounts may be paid toholders of preference shares, which are not rated by DBRS.

NOVELIS CORPORATION: Moody's Affirms Corp. Family Rating at B1--------------------------------------------------------------Moody's Investors Service confirmed Novelis Inc.'s corporatefamily rating at B1, and its B1 PDR and also confirmed the Ba2rating on its $500 million senior secured credit facility, and theBa2 rating on its senior secured term loan. The $1.4 billionsenior unsecured notes were upgraded from B3 to B2.

At the same time, Moody's changed Novelis's speculative gradingliquidity rating to SGL-2 from SGL-4.

The outlook is stable.

This concludes the review of debt ratings for possible downgrade,initiated on May 16, 2006, after Novelis's disclosure to furtherdelay the filing of its financial statements, the downgrade reviewof which continued after Novelis's long term debt ratings weredowngraded on Sept. 5, 2006.

The confirmation reflects the progress Novelis has made in gettingcurrent on its financial reporting requirements and theelimination of any potential default under the senior unsecurednotes, which could have forced an acceleration of payment.

In addition, the confirmation reflects Novelis's substantialglobal footprint in the aluminum rolled products industry andMoody's expectation that improving performance will be evident in2007 as the negative drag of the can price ceiling diminishes oncontract restructuring.

The upgrade of the senior unsecured notes reflects their improvedstanding in the waterfall under Moody's loss given defaultmethodology following further paydown in the secured term loansand the increased proportion of these unsecured notes in thecapital structure.

The B1 corporate family rating reflects the challenges Novelis isfacing in its 2006 performance and the resultant deterioration inearnings and debt protection metrics. Novelis' performance hassuffered due to its remaining exposure to certain can contractswith price ceilings and the worse-than-expected impact of thedifferential between used beverage can prices and primary aluminumprices.

In addition, the rating considers the increased cost profile fromboth an operational perspective and as a result of the increasedcosts associated with the review and restatement of Novelis'sfinancial statements since its spin-off from Alcan, the increasedinterest costs due to waivers required under the bank agreements,and the step-up in the interest rates on the notes due to non-registration. However, the rating acknowledges the company'ssubstantive global position in the aluminum rolled productsmarkets and its debt reduction performance since its spin-off fromAlcan.

Moody's sees 2006 as a transition year for Novelis bothoperationally and from a management and reporting perspective.With the delayed filing and restatement of financial statementsnow behind the company, as well as the weak performance throughthe first three quarters of 2006, which resulted largely fromprice caps on some of its can sheet contracts, Moody's expectsimproved operating margins and a continued focus on debt reductionthroughout 2007.

The stable outlook reflects Moody's expectation that the currentfavorable business environment for aluminum rolled products foraerospace, automotive, commercial construction and industrialapplications will continue into 2007 allowing for improvedearnings and cash flow generation.

Moody's also expects that losses associated with certain contractswith price ceilings, recorded at approximately $115 million forthe 2006 third quarter alone, will be significantly reduced asroughly half of the affected contracts move to more market basedpricing in 2007.

Moody's also believes that hedging strategies implemented in thethird quarter should help mitigate the degree of exposure tolosses on the remaining contracts.

The change to SGL-2 reflects Novelis's improved liquidity afterthe timely filing of its third quarter 10-Q and the improvedcushion under its renegotiated financial covenants in its bankrevolver and term loan facilities. The SGL-2 rating also capturesthe expectation that, despite negative free cash flow generationin Q2 and Q3, 2006, the company will demonstrate improvedperformance in 2007 as a substantial portion of contracts withprice ceilings begin to move to a more market based pricing.

* Novelis Inc:

* Ratings Confirmed:

-- Corporate Family Rating, B1

-- Probability of default rating. PDR-B1

-- Graduated. Sr. Sec. Revolving Credit Facility, Ba2, LGD2, 24%

-- Graduated Sr. Sec Term Loan B, Ba2, LGD2, 24%

* Ratings Upgraded

-- Sr. Global Notes to B2, LGD5, 74% from B3, LGD5, 76%

-- Speculative Grade Liquidity Rating to SGL-2 from SGL-4

* Novelis Corporation

* Ratings Confirmed

-- Graduated. Sr. Sec Term Loan B Ba2, LGD2, 24%

Headquartered in Atlanta, Georgia, Novelis is a largest producerof aluminum rolled products. In 2005, the company had totalshipments of approximately 3.1 million tons and generatedapproximately $8.3 billion in revenues.

The outlook revision reflects the potential for a strengthening ofthe business risk profile as management invests the proceeds fromthe planned sale of its nickel assets into businesses capable ofdelivering more stable and predictable earnings.

Total revenue for the first quarter was $101.2 million,compared with $92.6 million for the same period in the priorfiscal year. License revenue in the first quarter was$28.8 million, compared with $24.9 million in the first quarter ofthe prior fiscal year.

Adjusted net income in the quarter was $12.2 million comparedwith $6.3 million for the same period in the prior fiscal year.Net income in accordance with U.S. generally accepted accountingprinciples was $7.3 million, compared with a net loss of$12.9 million for the same period in the prior fiscal year.

The cash, cash equivalents and short-term investments balance asof Sept. 30, 2006, was $111.2 million. Accounts receivable asof Sept. 30, 2006, totaled $76.7 million, compared with$73.6 million as of Sept. 30, 2005, and Days Sales Outstandingwas 68 days in the first quarter of fiscal 2007, compared with71 days in the first quarter of fiscal 2006.

Operating cash flow in the first quarter of fiscal 2007 was$9.6 million compared with $300,000 in the first quarter offiscal 2006.

"With the addition of Hummingbird, we are the largestindependent ECM provider. The combination of deep verticalsolutions expertise, market independence and the ability toleverage Microsoft, Oracle and SAP, allows us to scale to theenterprise, offering customers comprehensive solutions and thecapability of implementing an enterprise wide ECM strategy," OpenText president and chief executive officer John Shackleton said.

"Now that we have completed the Hummingbird acquisition, ourfocus is on integrating the two organizations as quickly andsmoothly as possible," Mr. Shackleton said.

The majority of Hummingbird's integration will be completedduring the second quarter of fiscal 2007, which ends onDec. 31, 2006. As part of the integration, Open Text isreducing its worldwide workforce of 3,500 people byapproximately 15%. The restructuring actions commenced in October2006 and to date, approximately 60 percent of these reductionshave been completed. The remaining staff reductions are expectedto be completed by the end of November 2006. The staff reductionswill be focused on redundant positions or areas of the businessthat are not consistent with the company's strategic focus. OpenText is also reducing 38 facilities by closing or consolidatingoffices in certain locations.

"Actions are well underway to rationalize staff levels andconsolidate facilities to meet our operating goals. Based on ourexpected run-rate in our second quarter, these actions willresult in savings of approximately $50 million for the currentfiscal year and on an annualized basis, approximately$80 million beginning in fiscal 2008," Open Text chief financialofficer Paul McFeeters said.

At Sept. 30, 2006, the Company's balance sheet showed$665.392 million, $193.251 million in total liabilities,$6.025 million in minority interest, and $466.116 millionin total shareholders' equity.

As reported in the Troubled Company Reporter on Sept. 18, 2006,Moody's Investors Service assigns a first-time Ba3 rating to thesenior secured facilities and B1 rating to the corporate familyof Open Text Corp.

ORION HEALTHCORP: Posts $488,000 Net Loss in 2006 Third Quarter---------------------------------------------------------------Orion HealthCorp, Inc., incurred a $488,000 net loss for the thirdquarter ended Sept. 30, 2006, compared with a net loss of$6.1 million for the prior year period. The net loss for thethree-month period ended Sept. 30, 2005, included a loss fromoperations of discontinued businesses of $4.2 million.

For the three months ended Sept. 30, 2006, net operating revenueswere $7.5 million compared with $7.3 million for the same periodin the prior year.

At Sept. 30, 2006, the Company's balance sheet showed $19,777,000in total assets, $9,427,000 in total current liabilities,$3,940,000 in long-term liabilities and stockholders' equity of$6,410,00.

Terrence L. Bauer, chief executive officer of Orion HealthCorp,said, "We believe that these results reflect the continuedimprovement in the financial performance of our company. Weremain focused on building our core business, providing billingand collection services and practice management solutions tophysicians, both through organic growth and strategic acquisition.Demand for revenue cycle management services continues to grow asthere is escalating pressure on physicians to operate moreefficiently and outsource the management of billing andcollections. Furthermore, the quantity and quality of acquisitionopportunities in our pipeline continue to improve as marketconsolidation activity remains robust."

The results for the three months ended September 30, 2006 and2005, respectively, include the consolidated results of OrionHealthCorp, with two of its business units: Integrated PhysicianSolutions, Inc., which provides business and management servicesto pediatric physician groups, and Medical Billing Services, Inc.,which provides physician billing and collection services andpractice management solutions, primarily to hospital-basedphysicians. The surgery center business operated under the name"SurgiCare" is reported as discontinued operations for the threemonths and nine months ended Sept. 30, 2006 and 2005.

Going Concern Doubt

UHY Mann Frankfort Stein and Lipp CPAs, LLP, in Houston, Texas,raised substantial doubt about Orion HealthCorp's ability tocontinue as a going concern after auditing the Company'sconsolidated financial statements for the year endedDec. 31, 2005. The auditor pointed to the Company's recurringlosses from operations and negative cash flows.

ORION HEALTHCORP: Special Stockholders' Meeting Set for Nov. 27---------------------------------------------------------------A special meeting of stockholders of Orion HealthCorp, Inc., willbe held on Nov. 27, 2006, at 8:00 a.m. local time, at 1805 OldAlabama Road in Roswell, Georgia.

During the meeting, stockholders will be asked to consider andvote upon a proposal to:

1. amend the Company's certificate of incorporation to increase the aggregate number of shares of its authorized capital stock from 117,000,000 shares to 370,000,000 shares;

2. amend the Company's certificate of incorporation to increase the number of shares of Class A Common Stock authorized and available for issuance from 70,000,000 shares to 300,000,000 shares;

3. amend the Company's certificate of incorporation to authorize 50,000,000 shares of a new class of common stock, Class D Common Stock, which is convertible into its Class A Common Stock, and to provide for the rights and preferences of the Class D Common Stock;

4. issue shares of the Company's Class D Common Stock to investors in a private placement;

5. issue warrants to purchase shares of Class A Common Stock to an investor in a private placement;

6. issue shares of the Company's Class A Common Stock as a portion of the consideration to be paid for the acquisition of a medical billing services business;

7. amend the Company's 2004 Incentive Plan to increase the number of shares of its Class A Common Stock available for grants under the 2004 Incentive Plan from 2,200,000 shares to such number of shares representing 10% of its outstanding Class A Common Stock as of the date of closing of the private placement, on a fully diluted basis taking into account the shares issued in the private placement and the Rand acquisition, and to increase the maximum number of shares that can be granted to a participant in any calendar year under the 2004 Incentive Plan from 1,000,000 shares to 3,000,000 shares.

Stockholders of record at the close of business on Oct. 20, 2006are the stockholders entitled to vote at the Special Meeting.

Going Concern Doubt

UHY Mann Frankfort Stein and Lipp CPAs, LLP, in Houston, Texas,raised substantial doubt about Orion HealthCorp's ability tocontinue as a going concern after auditing the Company'sconsolidated financial statements for the year endedDec. 31, 2005. The auditor pointed to the Company's recurringlosses from operations and negative cash flows.

OWENS CORNING: Can Enter Into Waiver Letter With JPMorgan---------------------------------------------------------The Honorable Judith Fitzgerald of the U.S. Bankruptcy Court forthe District of Delaware authorizes Owens Corning and its debtor-affiliates to enter into a Waiver Letter with JP MorganSecurities, Inc., and to pay associated fees pursuant to theEquity Commitment Agreement.

As reported in the Troubled Company Reporter on Nov. 20, 2006, theoccurrence of the effective date of the Debtors' Sixth AmendedPlan of Reorganization is premised, among others, by theconsummation of transactions contemplated in the Debtors' equitycommitment agreement with J.P. Morgan Securities, Inc.

The Equity Commitment Agreement contemplates a $2,187,000,000rights offering, whereby certain holders of eligible OwensCorning bond and other unsecured claims would be offered theopportunity to subscribe for up to their pro rata share of72,900,000 shares of Reorganized Owens Corning common stock at$30 per share. JPMorgan will purchase the unsold shares.

The Rights Offering has since been fully consummated, and about2,900,000 shares of Reorganized Owens Corning stock werepurchased.

The Equity Commitment Agreement requires as a condition precedentto JPMorgan's funding obligation that the order confirming theSixth Amended Plan will have become final. JPMorgan mayterminate the Agreement on or after Oct. 31, 2006, unless theDebtors, among other things, pay a $30,000,000 extension fee toextend the commitment until December 15.

Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,Delaware, relates that the Debtors and the other Plan Proponentsintend to close the Equity Commitment Agreement and pursue theeffective date of the Plan by Oct. 31, 2006, so the Debtors willbe able to make on that date or as soon thereafter as practicable,all payments or other distributions contemplatedin the Plan.

To avoid any potential termination of the Equity CommitmentAgreement, the Debtors would potentially have little choice but topay JPMorgan the extension fee, Mr. Pernick notes.

The Debtors, after consulting their co-Proponents and other keyconstituents, entered into a waiver letter with JPMorgan,pursuant to which the Investor will waive the funding requirementthat the Confirmation Order become final. In exchange, theDebtors will pay JPMorgan $15,000,000.

The Waiver Fee will be considered a partial prepayment of, andcredited in full against the payment of, the Extension Fee in theevent the Debtors seek an extension of the commitment, Mr.Pernick says. Mr. Pernick notes that if the Debtors emerge frombankruptcy on October 31, their estates will save a substantialsum by avoiding the need to pay the entire extension fee.

Mr. Pernick adds that the Waiver Letter has the support of variousother key constituents, including the Asbestos ClaimantsCommittee, the Future Claims Representative, and the Ad HocBondholders' Committee.

OWENS CORNING: Wants $2,000,000 Louisiana Accord Approved---------------------------------------------------------Owens Corning and its debtors-affiliates ask the Honorable JudithFitzgerald of the U.S. Bankruptcy Court for the District ofDelaware to approve their settlement agreement with the state ofLouisiana.

The Settlement Agreement, if approved by the Court, will resultin a substantial reduction of the claim amount from approximately$582,000,000 to $2,000,000, Ms. Makowski tells the Court.

Pursuant to Court Management Procedures for Asbestos PD Claims,Louisiana provided documentation in 2003 to support Claim No.7827, and projected that the claim amount should be approximately$68,000,000.

In 2005, the Debtors objected to Louisiana's Claim.

After several months of negotiation, the Debtors and Louisianaagreed to resolve the Claim.

The Debtors agree to the allowance of Louisiana's Claim as ageneral unsecured non-priority claim solely against Owens Corningfor $2,000,000. As a precondition to receiving payment on itsClaim, Louisiana will release Owens Corning from any liabilityfor asbestos-related property damage.

Moody's explains that current long-term credit ratings areopinions about expected credit loss which incorporate both thelikelihood of default and the expected loss in the event ofdefault. The LGD rating methodology will disaggregate these twokey assessments in long-term ratings. The LGD rating methodologywill also enhance the consistency in Moody's notching practicesacross industries and will improve the transparency and accuracyof Moody's ratings as Moody's research has shown that creditlosses on bank loans have tended to be lower than those forsimilarly rated bonds.

Probability-of-default ratings are assigned only to issuers, notspecific debt instruments, and use the standard Moody's alpha-numeric scale. They express Moody's opinion of the likelihoodthat any entity within a corporate family will default on any ofits debt obligations.

Loss-given-default assessments are assigned to individual rateddebt issues -- loans, bonds, and preferred stock. Moody's opinionof expected loss are expressed as a percent of principal andaccrued interest at the resolution of the default, withassessments ranging from LGD1 (loss anticipated to be 0% to 9%) toLGD6 (loss anticipated to be 90% to 100%).

Moody's explains that current long-term credit ratings areopinions about expected credit loss which incorporate both thelikelihood of default and the expected loss in the event ofdefault. The LGD rating methodology will disaggregate these twokey assessments in long-term ratings. The LGD rating methodologywill also enhance the consistency in Moody's notching practicesacross industries and will improve the transparency and accuracyof Moody's ratings as Moody's research has shown that creditlosses on bank loans have tended to be lower than those forsimilarly rated bonds.

Probability-of-default ratings are assigned only to issuers, notspecific debt instruments, and use the standard Moody's alpha-numeric scale. They express Moody's opinion of the likelihoodthat any entity within a corporate family will default on any ofits debt obligations.

Loss-given-default assessments are assigned to individual rateddebt issues -- loans, bonds, and preferred stock. Moody's opinionof expected loss are expressed as a percent of principal andaccrued interest at the resolution of the default, withassessments ranging from LGD1 (loss anticipated to be 0% to 9%) toLGD6 (loss anticipated to be 90% to 100%).

While top-line revenue for the first nine months endedOct. 28, 2006, was flat year-over-year at $1.69 billion,profitability improved due to higher gross margins in themerchandise segment. However, it is important to note that theprior year was an easy comparison, given that Pep Boys' revenueand EBITDA had declined 1.7% and 51%, respectively in 2005.

The improvement in gross margins was mainly attributable toreduced promotional activity, a marginal increase in tire prices,and changes in products and product sourcing. As a result, EBITDAfor the first three quarters of 2006 was $78 million, up 23% froma year earlier.

Although gross margins have improved in recent quarters, it willbe challenging for the company to achieve further meaningfulmargin expansion without generating more sales growth, given thetough environment. Also, Pep Boys' store base still needssignificant reinvestment, which makes it tougher for the companyto compete for customers.

Still, the recent improvement in gross margin and reduction indebt by $60 million since 2005 have resulted in some recovery incredit metrics. Total lease-adjusted debt to EBITDA at Oct. 28,2006, was 7.6x, compared with 9.4x at the end of 2005. Debt toEBITDA is anticipated to improve to the mid- to high-6x area bythe end of 2006.

The ratings on Pep Boys reflect weak operating trends, the risksof operating in the highly competitive and consolidating autoparts retail sector, a highly leveraged capital structure, andsomewhat limited financial flexibility. The company facesconsiderable challenges and needs to turn around its servicesegment and reinvest capital in its store base.

PHILLIPS-VAN HEUSEN: Earns $50.8 Million in Third Quarter of 2006-----------------------------------------------------------------Phillips-Van Heusen Corporation reported third quarter 2006 GAAPnet income of $50.8 million, compared with third quarter 2005 GAAPnet income of $40.3 million. For the nine months, GAAP net incomewas $128.5 million in 2006 compared with $88.8 million in 2005.

Total revenues in the third quarter of 2006 increased 7% to$568.3 million from $533.2 million in the prior year. Revenuegrowth was driven by an 11% increase in Calvin Klein royalties dueto continued growth from existing and new licensees. The compstore sales grew 11%. In addition, revenues benefited from thegrowth across all of the Company's wholesale sportswearbusinesses, but were partially offset by an anticipated salesdecrease in the Company's wholesale dress shirt businessreflecting the residual impact of the Federated/May door closingsfor the year.

For the nine months, total revenues increased 6% to $1.5 billionin 2006 from $1.4 billion in 2005.

The Company ended the quarter with $358.6 million in cash, anincrease of $188.3 million compared with the prior year's thirdquarter. Receivables ended the quarter 11% below prior yearlevels. Inventories ended the quarter 7% up from last year and inline with the Company's sales growth projections for the fourthquarter. The Company's higher year over year cash position,coupled with higher investment rates of return, resulted in a 46%decrease in net interest expense for the third quarter.

Commenting on the results, Emanuel Chirico, chief executiveofficer, noted, "We are extremely pleased with our third quarterresults, which continue the positive trends we experienced in thefirst half of this year. The strength of the Calvin Klein brandand the execution of our business model for that brand continue tobe key drivers in our earnings growth. The performance of CalvinKlein, along with the growth exhibited by our outlet retail andwholesale sportswear businesses, enabled us to again exceed ourprevious guidance."

Mr. Chirico continued, "During the third quarter, we announced ouragreement to acquire Superba Inc., a neckwear company withestimated 2006 revenues of $140 million. The deal is expected tobe effective Jan. 1, 2007, and will be modestly accretive to 2007earnings. This acquisition is consistent with our strategy ofadding brands or product categories that are synergistic andcomplement our existing businesses, in this case, dress shirts."

Mr. Chirico concluded, "Our brands continue to perform extremelywell across all channels of distribution, enabling us to intensifythe investments we are making in marketing our brands. Duringthis upcoming holiday season, we are planning a $20 millionincrease in national advertising spending to support our CalvinKlein, Van Heusen, IZOD, and Arrow brands. We believe that in thecontext of the changing retail landscape it is critical to takeour message directly to consumers. We feel that this continuedcommitment to the long-term strength of our brands will paydividends in the future."

2006 Revenues Guidance

The Company projects fourth quarter 2006 revenues to be in a rangeof $528 million to $532 million, which represents an increase of15% to 16% over last year. Total revenues for the full year 2006are expected to be $2.06 billion to $2.07 billion, whichrepresents an increase of 8% over last year.

The Company's 2006 revenues and earnings guidance does not reflectthe impact of the pending acquisition of Superba Inc., which willnot be expected to have a material effect on 2006 revenues andearnings.

As reported in the Troubled Company Reporter on Oct 10, 2006Moody's Investors Service's in connection with the implementationof its new Probability-of-Default and Loss-Given-Default ratingmethodology for the U.S. Canadian Retail sector, confirmed its Ba3Corporate Family Rating for Phillips Van Heusen Corporation.

PIER 1 IMPORTS: Gets NYSE Notice of Unusual Stock Trading---------------------------------------------------------Pier 1 Imports Inc. received a notice from the New York StockExchange of an unusual trading activity in the Company's stock.

The Company disclosed that the NYSE has asked it to respond bypress release to the unusual activity.

Pier 1 Imports says that it is not the Company's policy to commenton market rumors or speculation including unusual market activity.

Based in Fort Worth, Texas, Pier 1 Imports, Inc. (NYSE:PIR)-- http://www.pier1.com/-- is a specialty retailer of imported decorative home furnishings and gifts with Pier 1 Imports(R)stores in 49 states, Puerto Rico, Canada, and Mexico and Pier 1kids(R) stores in the United States.

* * *

As reported in the Troubled Company Reporter on Sept. 26, 2006,Moody's Investors Service downgraded Pier 1's corporate familyrating to B3 from B1 following continued degradation in same storesales, which have resulted in modest operating results andnegative free cash flow. The rating outlook is stable.

PINNACLE ENT: Amends PNK Ownership Pact with Robert Johnson-----------------------------------------------------------Pinnacle Entertainment Inc. entered into an Amended and RestatedLimited Liability Operating Agreement with Robert L. Johnsonregarding the ownership and operation of PNK (PA) LLC inconnection with the Company's proposed Philadelphia gamingproject.

The Company disclosed that the parties' obligations under theOperating Agreement are conditioned upon, among other things, PNKPA being issued a gaming license in Philadelphia and approval ofMr. Johnson's proposed ownership interest in PNK PA withoutsignificant additional licensing fees by the relevant gamingauthorities of Pennsylvania. If the conditions are satisfied,Pinnacle will own 66-2/3% of PNK PA and Mr. Johnson will own33-1/3%.

The Operating Agreement calls for certain equity cashcontributions by the parties pro rata with their respectiveownership interests aggregating up to $80 million, subject toincrease under certain circumstances, the Company disclosed.

The Operating Agreement also contemplates that Pinnacle andMr. Johnson will enter into agreements with PNK PA, wherebyPinnacle will be entitled to receive certain development,construction, and operating fees and Mr. Johnson will be entitledto certain fees for marketing and promotion of the Philadelphiagaming project.

The Company further disclosed that there is no materialrelationship, other than with respect to the transaction, betweenMr. Johnson and Pinnacle or any of its affiliates, or any directoror officer of Pinnacle.

Headquartered in Las Vegas, Nevada, Pinnacle Entertainment, Inc.,(NYSE: PNK) -- http://www.pnkinc.com/-- owns and operates casinos in Nevada, Louisiana, Indiana and Argentina, owns a hotel inMissouri, receives lease income from two card club casinos in theLos Angeles metropolitan area, has been licensed to operate asmall casino in the Bahamas, and owns a casino site and hassignificant insurance claims related to a hurricane-damaged casinopreviously operated in Biloxi, Mississippi. Pinnacle opened amajor casino resort in Lake Charles, Louisiana in May 2005 and anew replacement casino in Neuquen, Argentina in July 2005.

* * *

As reported in the Troubled Company Reporter on Oct. 4, 2006,Moody's Investors Service's confirmed Pinnacle Entertainment,Inc.'s B2 Corporate Family Rating.

Of the purchase price, $6.2 million was allocated for three realestate properties and the remaining $39.63 million for equipment,goodwill and other intangibles.

The purchase price is subject to reduction for amounts remitted bybuyer to pay sellers' commercial indebtedness and for all ofsellers' other liabilities and debts.

Additionally, $3.3 million of the purchase price will be held inescrow pending receipt of a consent from a hospital regarding aground lease at one of the centers and to satisfy anyindemnification obligations of the sellers related to warranties,representations and covenants under the agreement.

Upon receipt of the required hospital consent, MRTMS is alsoobligated to acquire all of sellers' ownership interests inPontiac Investment Associates, a Michigan co-partnership, relatingto the leasehold assets at one of the centers, for a purchaseprice of $2.95 million.

The Company disclosed that no liabilities were assumed under thepurchase agreement and that it used its existing credit facilityto finance the acquisition.

The three professional corporations associated with the seventreatment centers and the surgery center that the sellers'provided management services to simultaneously at closing issuedall of its stock to an affiliate of the Company, Dr. MichaelKatin, and redeemed all of the stock of its current owner.

The eight physicians employed before closing by the professionalcorporations will continue to be employed after closing.

The acquisition also provides for the transfer of eightCertificates of Need and of the ownership of the real estate ofthree of the treatment centers to MRTMS.

The other four treatment centers and the surgery center are leasedproperties and the leases will continue in effect post-closing.

In conjunction with the MIRO acquisition, the Business Operationsand Support Services Agreements were amended to facilitate thetransfer to Phoenix and ACT six Certificates of Need held by thethree professional corporations and to facilitate the transfer ata later date by Phoenix of two Certificates of Need held by one ofthe professional corporations.

Amendment of Credit Facility

The Company entered Nov. 14, 2006, into Amendment No. 1 to FourthAmended and Restated Credit Agreement, Limited Waiver, and Consentwith each Subsidiary Guarantor, Bank of America N.A., asAdministrative Agent and the Lenders party to the CreditAgreement, which amends its senior secured credit facility, amongother things, to:

-- exclude the MIRO Acquisition from the limitation for the fiscal year 2006.

-- increase the Capital Expenditures limitation to $50 million for the fiscal year 2006.

-- extended until Nov. 30, 2006, the deadline for receipt of certain of the Mortgages and Mortgage Property Support Documents with respect to the properties and any default under the Credit Agreement.

The Company further disclosed that some of the lenders under thecredit facility, or their respective affiliates, have providedcommercial, investment banking, and financial advisory services tothe Company and its affiliates from time to time in the ordinarycourse of business.

As reported in the Troubled Company Reporter on Nov. 21, 2006,Standard & Poor's Ratings Services lowered its corporate creditrating on Radiation Therapy Services Inc. to 'BB-' from 'BB'. S&Psaid the rating outlook is stable.

As reported in the Troubled Company Reporter on Nov. 9, 2006,Moody's Investors Service downgraded Radiation Therapy ServicesInc.'s Corporate Family Rating to B2 from B1 in connection withthe rating agency's implementation of its new Probability-of-Default and Loss-Given-Default rating methodology.

Gregory Bay, an attorney for Tennenbaum, told Dow Jones that theequity firm expected to complete its acquisition of RadnorHoldings by the end of the week and is in the process of sortingout the deal to be submitted and approved by a bankruptcy judge.

According to Dow Jones, Radnor Holdings' Creditors Committeeargued that Tennenbaum should not be awarded a position ofadvantage when it placed its $225 million bid on Radnor. TheCommittee accused Tennenbaum of "taking advantage of Radnor'sdistress and loading it up with debt", referring to Tennenbaum'sill-timed $120 million investment late last year. However, theHonorable Peter J. Walsh of the U.S. Bankruptcy Court for theDistrict of Delaware dismissed the argument saying that Tennenbaumwas fair in doing its business with Radnor.

Four M Investments, Dow Jones says, offered up to $250 million inits bid, but backed out after hearing Judge Walsh's ruling. AFour M top executive said that it made "little sense" to stay inthe competition.

About Tennenbaum Capital

Based in Santa Monica, California, Tennenbaum Capital Partners -- http://www.tennenbaumcapital.com/-- is a private investment firm managing over $4 billion in private funds. The company focuses oninvestment opportunities between $50 million to $250 million. Thefirm's investment strategy is based on a long-term horizon andvalue-oriented approach. Tennenbaum's core strengths include anin-depth knowledge of equity and debt financing vehicles in thepublic and private markets with a focus on complex investmentssuch as acquisitions and special situations.

Moody's explains that current long-term credit ratings areopinions about expected credit loss which incorporate both thelikelihood of default and the expected loss in the event ofdefault. The LGD rating methodology will disaggregate these twokey assessments in long-term ratings. The LGD rating methodologywill also enhance the consistency in Moody's notching practicesacross industries and will improve the transparency and accuracyof Moody's ratings as Moody's research has shown that creditlosses on bank loans have tended to be lower than those forsimilarly rated bonds.

Probability-of-default ratings are assigned only to issuers, notspecific debt instruments, and use the standard Moody's alpha-numeric scale. They express Moody's opinion of the likelihoodthat any entity within a corporate family will default on any ofits debt obligations.

Loss-given-default assessments are assigned to individual rateddebt issues -- loans, bonds, and preferred stock. Moody's opinionof expected loss are expressed as a percent of principal andaccrued interest at the resolution of the default, withassessments ranging from LGD1 (loss anticipated to be 0% to 9%) toLGD6 (loss anticipated to be 90% to 100%).

Based in Boca Raton, Florida, RailAmerica Transportation Corp. -- http://www.railamerica.com/-- is primarily engaged in the ownership and operation of short line and regional freightrailroads in North America. Its short line freight railroadsprovide transportation services for both online customers andClass I railroads that interchange with its rail lines. As ofDec. 31, 2005, the company owned, leased, and operated a portfolioof 43 railroads with approximately 8,000 miles of track located inthe United States and Canada. These properties are located in thesoutheastern, southwestern, midwestern, the Great Lakes, NewEngland, and Pacific Coast regions of the United States.

RC2 CORP: Earns $19.4 Million in 2006 Third Quarter---------------------------------------------------RC2 Corporation reported $19.4 million of net income for the thirdquarter Sept. 30, 2006. For the nine months ended Sept. 30, 2006,net income was $36 million.

The results for the third quarter and nine months endedSept. 30, 2006 include approximately $1.0 million and $3.2 millionrespectively, in compensation expense for stock options. Resultsfor 2005 do not include compensation expense for stock options.

Net income reported for the 2005 third quarter was $18.3 million.For the nine months ended Sept. 30, 2005, net income was$35.9 million.

Third Quarter Operating Results

Net sales for the third quarter increased 12.5% to $160.5 millioncompared with $142.6 million for the third quarter a year ago.Current year third quarter net sales excluding $0.1 million in netsales from sold and discontinued product lines increased 13.6%compared with third quarter 2005 net sales excluding $1.4 millionin net sales from sold and discontinued product lines.

The net sales increase was attributable to increases in thechildren's toys and infant products categories, partially offsetby a decline in the collectible products category. Sales in thechildren's toys category increased by 28.4%, primarily driven bythe Thomas & Friends, John Deere and Bob the Builder toy productlines. Sales in the infant products category increased by 9.0%,primarily driven by The First Years' Take & Toss(R) toddler self-feeding system and Soothie(TM) bottle system and Learning Curve'sLamaze infant toys. As expected, sales in the collectibleproducts category continued to decrease.

Gross margin decreased to 47.2% from 48.9% in the prior yearquarter. The 2006 third quarter gross margin reflects the impactof a less favorable product and distribution mix and higherproduct costs, especially in die-cast products, than thatexperienced in the third quarter of 2005. Selling, general andadministrative expenses as a percentage of net sales decreased to27.3% in the third quarter of 2006 compared with 28.0% in thethird quarter of 2005. Selling, general and administrativeexpenses for the 2006 third quarter include approximately $0.9million in compensation expense for stock options, while resultsfor the 2005 third quarter do not include any compensation expensefor stock options. Operating income increased to $31.7 millionfrom $30.9 million in the year ago period, but as a percentage ofnet sales, decreased to 19.8% from 21.7% in the prior year thirdquarter. Operating income for the quarter ended September 30,2005 includes $2.0 million in gain on sale of assets and $0.6million in catch-up amortization expense. Excluding the gain onsale of assets, operating income for the quarter ended September30, 2005 was $28.9 million or 20.3% of net sales.

Year to Date Operating Results

Net sales for the nine months ended Sept. 30, 2006 increased 8.3%to $376.7 million compared with $347.9 million for the nine monthsended Sept. 30, 2005. Current year to date net sales excluding$0.3 million in net sales from sold and discontinued productlines, increased 9.5% compared with net sales for the nine monthsended Sept. 30, 2005 excluding $4.2 million in net sales from soldand discontinued product lines. The increase was attributable tothe sales increases in the children's toys and infant productscategories, partially offset by a decline in the collectibleproducts category.

Gross margin for the nine months ended Sept. 30, 2006 decreased to47.2% as compared with 49.3% for the comparable period in 2005,due to a less favorable product and distribution mix and higherproduct costs, especially in die-cast products. Selling, generaland administrative expenses as a percentage of net sales were31.1% for the first nine months of 2006 as compared with 32.2% forthe same period in 2005. Selling, general and administrativeexpenses for the first nine months of 2006 include approximately$3.0 million in compensation expense for stock options andapproximately $1.0 million in expenses related to litigationinvolving The First Years which preceded its acquisition by RC2.

Operating income decreased to $59.7 million from $60.5 million inthe year ago period, and as a percentage of net sales, decreasedto 15.8% from 17.4% in the prior year first nine months, primarilyas a result of the stock option and litigation expenses in thefirst nine months of 2006. Operating income for the 2005 year todate period also includes approximately $2.0 million in gain onthe sale of assets and approximately $0.6 million in catch-upamortization expense. Operating income for the nine months endedSept. 30, 2005, excluding the gain on sale of assets, was $58.6million or 16.8% of net sales.

Cash and Debt

As of Sept. 30, 2006, the company's outstanding debt balance was$58.8 million and its cash balances exceeded $20 million. Thecomparable figures at the end of the 2006 second quarter were$54 million and $14 million, respectively. Also during thequarter, the company amended its credit facility, reducing itsapplicable margin on borrowings, modifying the definition ofcertain cash flow measures to exclude non-cash expense related toequity awards and adding an accordion borrowing element. Underthe amended facility the company has additional borrowing capacityof $75.0 million. The company expects to reduce outstanding debtin the fourth quarter of 2006 and in the first quarter of 2007.

"In the fourth quarter, we expect that die-cast products willcontinue to put downward pressure on our gross margins. We areencouraged by recent declines in petroleum prices but remainconcerned about increasing inflation in China which continues topressure our product costs. We remain focused on continuing ourefforts to maintain and improve our margins by optimizing productdevelopment efforts and supply chain costs while eliminating low-performing products and reducing investment in low-growth productlines."

Mr. Stoelting concluded, "We are well-positioned for 2007. Wehave noted very positive customer reactions to our 2007 productlines including the new products that we debuted at the AmericanInternational Fall Toy Show in New York. We remain confident inour long-term strategy and business model which is focused onintroducing new products based upon consumer insights. We arebuilding a growing portfolio of branded product lines whichprovide stability in our earnings and cash flow and allow us theopportunity to achieve sustainable organic growth. Our strongbalance sheet gives us financial flexibility to expand ourbusiness and create value for our shareholders."

Financial Outlook

The 2006 outlook remains the same as presented throughout theyear. Net sales for 2005 excluding sold and discontinued productlines totaled $499.7 million. From this base level of 2005 netsales, the company has experienced continued sales growth in 2006.Overall sales increases are dependent on a number of factorsincluding continued success and expansion of existing productlines, successful introductions of new products and product linesand renewal of key licenses. Other key factors includeseasonality, overall economic conditions including consumer retailspending and shifts in the timing of that spending and the timingand level of retailer orders.

Based on current sales and margin estimates, the company currentlyexpects that full year 2006 diluted earnings per share will rangefrom $2.60 to $2.70. This amount includes an estimated $0.12 perdiluted share impact of expensing stock options under SFAS 123(R)which took effect Jan. 1, 2006. Pro forma compensation expensefor the year ended Dec. 31, 2005 under SFAS 123 (R) would havebeen approximately $2.1 million, net of tax benefit, orapproximately $0.10 per diluted share, which would have resultedin diluted earnings per share of $2.37 for 2005.

About RC2 Corp.

Based in Oak Brook, Illinois, RC2 Corporation (NASDAQ:RCRC) -- http://www.rc2corp.com/-- designs, produces and markets innovative, high-quality toys, collectibles, hobby and infant careproducts that are targeted to consumers of all ages. RC2's infantand preschool products are marketed under itsLearning Curve(R) family of brands which includes The FirstYears(R) by Learning Curve and Lamaze brands as well as popularand classic licensed properties such as Thomas & Friends, Bob theBuilder, Winnie the Pooh, John Deere, and Sesame Street. RC2markets its collectible and hobby products under a portfolio ofbrands including Johnny Lightning(R), Racing Champions(R),Ertl(R), Ertl Collectibles(R), AMT(R), Press Pass(R), JoyRide(R)and JoyRide Studios(R). RC2 reaches its target consumers throughmultiple channels of distribution supporting more than 25,000retail outlets throughout North America, Europe, Australia, andAsia Pacific.

* * *

As reported in the Troubled Company Reporter on Sept. 27, 2006,Moody's Investors Service revised its Ba2 Corporate Family Ratingto Ba3 for RC2 Corporation, and held its Ba2 rating on thecompany's Senior Secured Revolving Credit Facility Due 2008. Inaddition, Moody's assigned an LGD3 rating to the credit facility,suggesting noteholders will experience a 32% loss in the event ofa default.

Moody's also held its Ba2 rating on RC2 Corp.'s Senior SecuredTerm Loan Due 2008, and assigned an LGD3 rating to these notes,suggesting bondholders will experience a 32% loss in the event ofa default.

As of the Oct. 2006 distribution date, prepayments had reduced thepool balances of both series to less than 47% of their originalamounts. These prepayments have increased the percentages of lossprotection provided by the remaining credit support.

All series have experienced low delinquency levels, ranging from0.044% to 0.525% of the current pool balances. The level ofseverely delinquent loans ranged from zero to 0.176%.

In addition, realized losses, as a percentage of the original poolbalances, have been very low, ranging from zero to 0.011%. Theremaining credit support should be sufficient to support thecertificates at the raised and affirmed rating levels.

These transactions are RESIs, synthetic securitizations of jumbo,A-quality, fixed-rate first-lien residential mortgage loans.Unlike traditional mortgage-backed securitizations, the actualcash flow from the reference portfolio for a RESI is not paid tothe holders of the securities. Rather, the proceeds from theissuance of the securities are invested in eligible investments.Interest payable to the securityholders is paid from income earnedon the eligible investments and payments from Bank of Americaunder a financial guarantee contract.

RIGEL CORP: Chapter 7 Trustee Wants Cavanagh as Special Counsel---------------------------------------------------------------Anthony H. Mason, the chapter 7 trustee appointed in Rigel Corp.'sbankruptcy case, asks the U.S. Bankruptcy Court for the Districtof Arizona for permission to employ The Cavanagh Law Firm P.A. ashis special counsel.

The Trustee wants to employ the firm's attorneys, Jeffrey B.Smith, Esq., and Peter Guild, Esq., to assist in a litigationconcerning tax refund claims pending before the Arizona Tax Court.

Cavanagh will undertake this representation on a contingency feebasis. The contingency fee will be computed on a sliding scale:

-- The base contingency fee for any recovery on the Refund Claims will be 14% of the gross recovery before expenses.

-- If an appeal to the Arizona Court of Appeals is filed by either party to the Tax Court Litigation, the contingency fee will be 16% of the gross recovery before expenses.

-- If a petition for review is filed in the Arizona Supreme Court by either party to the Tax Court Litigation, the contingency fee will be 18% of the gross recovery before expenses.

The fee arrangement pertains to all recoveries of the Debtor fromthe pending tax court litigation, and all recoveries for all timeperiods through the filing of the petition.

In addition to the Refund Claims, the Tax Court Litigation alsoincludes deficiency assessments for Arizona use and business taxesasserted by the Arizona Department of Revenue owed by Rigel forthe audit period covering Aug. 1, 1999, through Sept. 30, 2001.

The Trustee and Cavanagh agree that Cavanagh's representationconcerning the deficiency assessments will not be on a contingencyfee basis.

For deficiency assessments services, Mr. Guild and Mr. Smith willeach bill $275 per hour. All other professionals of Cavanagh willbill at their normal hourly rates.

The firm tells the Court that it will not seek reimbursement over$10,000 from the Debtor.

Mr. Guild assures the Court that his firm does not hold anyinterest adverse to the Debtor, its creditors or estate.

The increase in net loss of approximately $1.5 million for thethree months ended Sept. 30, 2006 is due to the decrease in grossprofit partially offset by a decrease in operating expenses. Inaddition, the Company did not record any tax benefit in 2006 ascompared to 2005 when it recognized $2.1 million in tax benefit.

Net sales for the three months ended Sept. 30, 2006 was$9.6 million, compared with $13.1 million for the three monthsended Sept. 30, 2005.

The decline of $3.5 million, or 27%, in net sales for the threemonths ended Sept. 30, 2006 is primarily due to a decline indirect response sales of the Company's rotisserie ovens byapproximately $1.7 million, a decline in direct response sales ofits cutlery product line by $3.2 million and a decline ofapproximately $.2 million in list sales and commissions onadvertising. The decrease in direct response sales was partiallyoffset by an increase in wholesale sales by approximately$1.6 million.

Management disclosed that net sales declined primarily due to thefact that infomercials for its rotisserie and cutlery lines aremore than 2 years old and the Company has not provided otherproducts with any significant marketing support during the lastseveral years.

The Company's balance sheet at Sept. 30, 2006, showed $28,640,413in total assets, $18,318,078 in total current liabilities,$10,270,858 in long-term liabilities, and stockholders' equity of$51,477,000.

As reported in the Troubled Company Reporter on Oct. 19, 2006,Mahoney Cohen & Company, CPA, P.C., expressed substantial aboutRonco Corp's ability to continue as a going concern after auditingthe company's financial statements for the fiscal years endedJune 30, 2006 and 2005. The auditing firm pointed to thecompany's net loss of approximately $44.42 million in fiscal 2006and working capital deficiency of approximately $12.86 million atJune 30, 2006.

About Ronco Corp

Ronco Corporation -- http://www.ronco.com/-- develops, markets and distributes branded consumer products for the kitchen andhome. Its products are sold primarily through direct responsetelevision marketing by broadcasting 30-minute long advertisementscommonly referred to as "infomercials."

SAINT VINCENTS: Excl. Plan-Filing Period Stretched to December 20-----------------------------------------------------------------The U.S. Bankruptcy Court for the Southern District of New Yorkextended Saint Vincents Catholic Medical Centers of New York andits debtor-affiliates' exclusive right to:

* file a plan of reorganization, to and including Dec. 20, 2006; and

* solicit acceptances of that plan, to and including March 17, 2007.

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in NewYork, told the Judge Adlai S. Hardin that the exclusive periodsshould be extended because even with the complexities of theDebtors' bankruptcy case, they have made substantial progress:

(1) in negotiating a plan of reorganization with various creditor constituencies, the Official Committee of Unsecured Creditors, and the Official Committee of Tort Claimants; and

(2) in turning their businesses around, both operationally and by repairing seriously stressed relations with many parties-in-interest.

The Creditors' Committee and the Tort Committee consented to anextension of the Exclusive Periods.

Headquartered in New York, New York, Saint Vincents CatholicMedical Centers of New York -- http://www.svcmc.org/-- the largest Catholic healthcare providers in New York State, operatehospitals, health centers, nursing homes and a home health agency.The hospital group consists of seven hospitals located throughoutBrooklyn, Queens, Manhattan, and Staten Island, along with fournursing homes and a home health care agency. The Company and sixof its affiliates filed for chapter 11 protection on July 5, 2005(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951). GaryRavert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &Emery, LLP, filed the Debtors' chapter 11 cases. On Sept. 12,2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP tookover representing the Debtors in their restructuring efforts.Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents theOfficial Committee of Unsecured Creditors.

SAINT VINCENTS: Trade Creditors Sell Claims Totaling $915,169-------------------------------------------------------------From November 1 to 15, 2006, the Clerk of the U.S. BankruptcyCourt for the Southern District of New York recorded claimtransfers made by five creditors to:

Headquartered in New York, New York, Saint Vincents CatholicMedical Centers of New York -- http://www.svcmc.org/-- the largest Catholic healthcare providers in New York State, operatehospitals, health centers, nursing homes and a home health agency.The hospital group consists of seven hospitals located throughoutBrooklyn, Queens, Manhattan, and Staten Island, along with fournursing homes and a home health care agency. The Company and sixof its affiliates filed for chapter 11 protection on July 5, 2005(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951). GaryRavert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &Emery, LLP, filed the Debtors' chapter 11 cases. On Sept. 12,2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP tookover representing the Debtors in their restructuring efforts.Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents theOfficial Committee of Unsecured Creditors.

SALOMON HOME: S&P Cuts Rating on Class M-3 Certificates to BB-------------------------------------------------------------Standard & Poor's Ratings Services lowered its rating on the classM-3 certificate from Salomon Home Equity Loan Trust Series 2002-WMC1 and placed it on CreditWatch with negative implications.

Concurrently, the ratings on the remaining classes from thistransaction are affirmed.

The lowered rating is the result of realized losses that havecontinually depleted overcollateralization. During the previoussix remittance periods, monthly losses exceeded excess interest byapproximately 3.0x. As of the Oct. 2006 distribution date,overcollateralization was below its target balance byapproximately 40%.

Total delinquencies represent 37.49% of the current pool balance,with 12.85% categorized as seriously delinquent. Cumulativerealized losses represent 2.68% of the original pool balance.

Standard & Poor's will continue to closely monitor the performanceof this transaction. If losses continue to outpace excess spread,negative rating actions can be expected.

Conversely, if excess spread covers losses andovercollateralization builds toward its target balance, the ratingagency will affirm the rating and remove it from CreditWatch.

The affirmations reflect actual and projected credit support thatis sufficient to maintain the current ratings.

Credit support for this transaction is provided through acombination of subordination, excess spread, andovercollateralization. The collateral consists of 30-year, fixed-and/or adjustable-rate subprime mortgage loans secured by firstliens on residential properties.

Rating Lowered And Placed On Creditwatch Negative

Salomon Home Equity Loan Trust Series 2002-WMC1

Rating Class To From ----- -- ---- M-3 BB/Watch Neg BBB+

Ratings Affirmed

Salomon Home Equity Loan Trust Series 2002-WMC1

Class Rating ----- ------ M-1 AAA M-2 A

SATURNS TRUST: S&P Affirms BB+ Rating on $26-Mil. Callable Units----------------------------------------------------------------Standard & Poor's Ratings Services affirmed its ratings on SATURNSTrust No. 2001-2 and PreferredPLUS Trust Series CZN-1 and removedthem from CreditWatch, where they were placed with negativeimplications on Sept. 25, 2006.

The rating actions follow the Nov. 14, 2006, affirmation of thecorporate credit and senior unsecured debt ratings on CitizensCommunications Co. and their removal from CreditWatch negative.

SEA CONTAINERS: Can Assign Admin. Status to Claims Until Dec. 19----------------------------------------------------------------The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for theDistrict of Delaware grants, on an interim basis, Sea Containers,Inc. and its debtor-affiliates' request to accord administrativepriority expense status to all Intercompany Claims, through andincluding Dec. 19, 2006.

As reported in the Troubled Company Reporter on Oct. 30, 2006, inthe normal operations of their business, the Debtors engage inintercompany transactions involving intercompany trade andintercompany cash and capital needs.

As a result, there are numerous intercompany claims that reflectintercompany receivables and payments made in the ordinary courseof the Debtors' businesses. These Intercompany Transactionsinclude, but are not limited to expense allocation and advances.

At any given time, there may be Intercompany Claims owing amongthe Debtors. The Debtors maintain records of all IntercompanyTransactions and can ascertain, trace and account for allIntercompany Transactions.

About Sea Containers

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --http://www.seacontainers.com/-- provides passenger and freight transport and marine container leasing. Registered in Bermuda,the company has regional operating offices in London, Genoa, NewYork, Rio de Janeiro, Sydney, and Singapore. The company isowned almost entirely by United States shareholders and itsprimary listing is on the New York Stock Exchange (SCRA andSCRB) since 1974. On Oct. 3, the company's common shares andsenior notes were suspended from trading on the NYSE and NYSEArca after the company's failure to file its 2005 annual reporton Form 10-K and its quarterly reports on Form 10-Q during 2006with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transportoperates Britain's fastest railway, the Great North EasternRailway, linking England and Scotland. It also conducts ferryoperations, serving Finland and Estonia as well as a commuterservice between New York and New Jersey in the U.S.

Ian C. Durant, vice president for finance and chief financialofficer of Sea Containers Ltd., disclosed in a regulatory filingwith the Securities and Exchange Commission that certain assetsof the Debtors and their non-debtor subsidiaries may be soldduring the next twelve months, which may result in additionalavailable cash for the Debtors.

Period Forecast Closing Cash ------ --------------------- October 2006 $49,100,000 November 2006 48,200,000 December 2006 49,800,000 January 2007 48,100,000 February 2007 43,900,000 March 2007 38,200,000 April 2007 34,700,000 May 2007 29,900,000 June 2007 24,100,000 July 2007 13,600,000 August 2007 10,600,000 September 2007 6,200,000 October 2007 3,600,000

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --http://www.seacontainers.com/-- provides passenger and freight transport and marine container leasing. Registered in Bermuda,the company has regional operating offices in London, Genoa, NewYork, Rio de Janeiro, Sydney, and Singapore. The company isowned almost entirely by United States shareholders and itsprimary listing is on the New York Stock Exchange (SCRA andSCRB) since 1974. On Oct. 3, the company's common shares andsenior notes were suspended from trading on the NYSE and NYSEArca after the company's failure to file its 2005 annual reporton Form 10-K and its quarterly reports on Form 10-Q during 2006with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transportoperates Britain's fastest railway, the Great North EasternRailway, linking England and Scotland. It also conducts ferryoperations, serving Finland and Estonia as well as a commuterservice between New York and New Jersey in the U.S.

SERACARE LIFE: Hires AccuVal Associates as Inventory Appraiser--------------------------------------------------------------SeraCare Life Sciences, Inc., obtained authority from the U.S.Bankruptcy Court for the Southern District of California to employAccuVal Associates, Inc., as its inventory appraiser.

As reported in the Troubled Company Reporter on Sept. 13, 2006,AccuVal Associates is expected to advise and assist the Debtor inthe allocation of the acquisition purchase price paid for theassets of Celliance Milford, for financial reporting purposes.

Richard E. Schmitt, President and CEO of AccuVal Associates,discloses that the firm has agreed to perform services for a$20,000 flat fee plus out-of-pocket expenses that will not exceedto $4,500.

Mr. Schmitt assures the Court that AccuVal Associates is a"disinterested person" as that term is defined in Section 101(14)of the Bankruptcy Code.

Based in Oceanside, California, SeraCare Life Sciences, Inc. --http://www.seracare.com/-- develops and manufactures biological based materials and services for diagnostic tests, commercialbioproduction of therapeutic drugs, and medical research. TheCompany filed for chapter 11 protection on March 22, 2006(Bankr. S.D. Calif. Case No. 06-00510). Garrick A. Hollander,Esq., Paul J. Couchot, Esq., and Peter W. Lianides, Esq.,represent the Debtor. The Official Committee of UnsecuredCreditors selected Henry C. Kevane, Esq., and Maxim B. Litvak,Esq., at Pachulski Stang Ziehl Young Jones & Weintraub LLP, as itscounsel. When the Debtor filed for protection from its creditors,it listed $119.2 million in assets and $33.5 million in debts.

SERACARE LIFE: Hires Prolman Group to Provide Financial Services----------------------------------------------------------------SeraCare Life Sciences, Inc., obtained authority from the U.S.Bankruptcy Court for the Southern District of California to employProlman Group, Inc., dba Prolman Associates, to provide financialservices for a specific purpose.

As reported in the Troubled Company Reporter on Sept. 13, 2006,the Debtor lacked the internal resources necessary to compile andanalyze financial information required to support its efforts tosecure new financing needed to exit bankruptcy.

Prolman Group's will prepare a financing package that contains anoverview of the Debtor's business and assets, including accountsreceivable, inventory and equipment that may be used tocollateralize a loan, which package may be presented to potentiallenders for the purposes of soliciting financing proposals.

Moody's explains that current long-term credit ratings areopinions about expected credit loss which incorporate both thelikelihood of default and the expected loss in the event ofdefault. The LGD rating methodology will disaggregate these twokey assessments in long-term ratings. The LGD rating methodologywill also enhance the consistency in Moody's notching practicesacross industries and will improve the transparency and accuracyof Moody's ratings as Moody's research has shown that creditlosses on bank loans have tended to be lower than those forsimilarly rated bonds.

Probability-of-default ratings are assigned only to issuers, notspecific debt instruments, and use the standard Moody's alpha-numeric scale. They express Moody's opinion of the likelihoodthat any entity within a corporate family will default on any ofits debt obligations.

Loss-given-default assessments are assigned to individual rateddebt issues -- loans, bonds, and preferred stock. Moody's opinionof expected loss are expressed as a percent of principal andaccrued interest at the resolution of the default, withassessments ranging from LGD1 (loss anticipated to be 0% to 9%) toLGD6 (loss anticipated to be 90% to 100%).

Based in Westmont, Illinois, SIRVA Worldwide, Inc. -- http://www.sirva.com/-- a wholly owned operating subsidiary of SIRVA, Inc., provides relocation services and moving services toconsumers, corporations, and governments worldwide. Itsrelocation services include counseling to the transferee,referrals to real estate brokers and agents for assisting thetransferees with the sale and purchase of their home, mortgageoriginations, expense management, movement of household goods,global program management, and the provision of destination'settling in' services.

SOLECTRON CAPITAL: Moody's Affirms B1 Corporate Family Rating-------------------------------------------------------------Moody's Investors Service affirmed the B1 Corporate Family Ratingof Solectron Corporation and other ratings affirmed included theB3 ratings of its $450 million Convertible Senior Notes due 2034and the $150 million Senior Subordinated Notes due 2016 guaranteedby it.

The ratings reflect both the overall probability of default of thecompany, to which Moody's assigns a PDR of B1, and a loss givendefault of LGD 4.

The rating outlook was revised to positive.

The change in the outlook reflects:

-- significant de-leveraging over the past 2-3 years which resulted in improved credit ratios (leverage and coverage);

-- recent improvements though still modest in financial performance especially over the second half of fiscal 2006;

-- the expectation of stronger performance in fiscal 2007 in terms of revenue growth, profitability and free-cash-flow generation;

-- a liquid balance sheet with a net cash position and no significant maturity over the next 3 years; and,

-- the franchise value of Solectron as a tier one EMS provider in the electronic supply chain.

The outlook also incorporates the report of Solectron'srestructuring program which is scheduled to be completed in thecurrent fiscal year. The company expects to consolidate and/orclose down 700,000 square feet of facilities in US and WesternEurope and reduce headcount by about 1400 persons. About$60 million of total charges are associated with this phase withannual cost savings estimated at about $30 million.

The B1 rating continues to reflect:

-- the intensely competitive landscape in the EMS industry with Asian competitors posing a more serious threat;

-- the volatile nature of the EMS industry and the on-going consolidating trend by EMS' OEM customers which further accentuates the lumpiness of the sector's key customers;

-- Solectron's modest revenue growth of 1.1% in an environment of favorable end-market demand of over 10% CAGR, coupled with a preponderance of revenues in the traditional end- markets;

-- there is further evidence of revenue stability and growth and diversification partly due to growth in non-traditional end-markets; and,

-- improvement in profitability and return metrics and betterworking capital management to result in positive free-cash-flow.

Moody's will also be monitoring the success of the company'srestructuring program and its impact on profitability. Moody'sdoes not foresee Solectron's corporate family rating to fallingbelow the current B1 unless significant developments resulting indeterioration of revenue, return and cash flow measures.

Solectron Corporation, headquartered in Milpitas, California, is aleading electronics manufacturing and services i.e. customized,integrated manufacturing and supply chain management services,provider to OEMs in the electronics industry. For the twelvemonths ended Aug. 2006, the company generated approximately $10.5billion in net sales and $342 million in adjusted EBITDA.

SONTRA MEDICAL: Must Raise Capital to Dodge Bankruptcy Threat-------------------------------------------------------------Sontra Medical Corporation is meeting with several potentialprivate investors to raise capital to meet its working capital andits forecasted operating costs and expenses beyond Dec. 31, 2006.The Company has engaged a financial consultant to provideintroductions to potential investors.

Over the past year, the Company has experienced a decline ininvestors interested in making an investment in the Company. Ifit does not raise additional capital by Dec. 31, 2006 (as debt orequity), then the Company will run out of cash and will be unableto continue operations. Sontra is continuing to pursue additionalcapital through several potential identified investors but havenot received a commitment for financing at this time. If it doesnot raise additional capital, the Board of Directors of theCompany may decide to initiate an orderly wind-down of businessoperations or to file for bankruptcy protection under the UnitedStates Bankruptcy Code. In the event that the Company winds downor files for bankruptcy, there would likely be little or noproceeds available for its stockholders.

"While we have worked, and continue diligently working, to raiseadditional cash for the Company's development and working capitalneeds, we have also remained focused on the development and on-going clinical evaluations of our Symphony Continuous GlucoseMonitor (CTGM)," stated Thomas W. Davison, PhD, Sontra's Presidentand Chief Executive Officer.

Dr. Davison added, "Clinical trials of our Symphony ContinuousTransdermal Glucose Monitor are underway at a major Boston,Massachusetts Medical Center. The study has enrolled 30 patientsand preliminary data analysis verified that the Symphony system iseffective for continuous glucose monitoring in patients undergoingopen heart surgery in the operating room and cardiac care unit.Recently, we expanded this clinical trial to enroll up to 65cardiac surgery patients. Assuming we are successful in obtainingthe necessary capital to continue the Company's operations, weexpect to initiate a multi-center clinical study in the firstquarter of 2007 that will enroll critically ill patients insurgical and medical intensive care units."

Quarterly Results

For the quarter ended Sept. 30, 2006, the net loss applicable toSontra's common stockholders was $1,389,882 as compared to$1,510,797 for the same period in 2005.

For the nine months ended Sept. 30, 2006, the net loss applicableto common stockholders was $4,229,286, as compared to $4,556,259for the same period in 2005. As of Sept. 30, 2006, the Companyhad a total of $1,677,256 in cash and short-term investments.

On July 24, 2006, the Company's Board of Directors approved a1-for-10 reverse stock split. The reverse stock split waseffective at 5:00 p.m. on Aug. 10, 2006, and the Company's commonstock began trading on a split-adjusted basis on Aug. 11, 2006.All share and per share information presented herein have beenretroactively restated to reflect the reverse stock split. TheCompany expects that cash and short-term investments of $1,677,256at Sept. 30, 2006 ($1,216,029 at Nov. 20, 2006) will be sufficientto meet its cash requirements through December 2006.

About Sontra Medical

Based in Franklin, Massachusetts, Sontra Medical Corporation(Nasdaq: SONT) -- http://www.sontra.com/-- develops platform technology for transdermal science. In addition, the Company ownstechnology for transdermal delivery of large molecule drugs andvaccines.

SPIRIT AEROSYSTEMS: S&P Lifts Corp. Credit Rating to BB from BB-----------------------------------------------------------------Standard & Poor's Ratings Services raised its corporate creditrating on Spirit AeroSystems Inc. to 'BB' from 'BB-' and removedit from CreditWatch, where it was placed with positiveimplications on July 6, 2006.

The outlook is positive.

The rating action, indicated by Standard & Poor's on Sept. 2006,follows the pricing of Spirit's IPO at $26 per share of commonstock, which raised about $270 million for the firm and$1.2 billion for selling shareholders, including Onex Corp.,Spirit's majority owner.

At the same time, Standard & Poor's affirmed its 'BB+' bank loanand '1' recovery ratings on Spirit's new $983 million bankfinancing; these ratings were not on CreditWatch.

The ratings on the previous bank facility are being withdrawn. Theaerospace supplier will have about $600 million of debtoutstanding following a $100 million pay-down of the term loan Bfrom the IPO proceeds, which will also be used for certainpayments related to a union equity participation program that willbe triggered by the IPO.

"The upgrade is based on better-than-expected financialperformance, continued favorable conditions in the commercialaircraft market, the improved competitive position of Boeing Co.,Spirit's primary customer, and a stronger capital structurefollowing the IPO," said Standard & Poor's credit analyst RomanSzuper.

The ratings on Spirit reflect participation in the cyclical andcompetitive commercial aerospace industry, reliance on onecustomer (Boeing) for about 90% of sales, and significant near-term expenditures related to development of Boeing's new 787jetliner scheduled to enter service in 2008.

Those factors are offset somewhat by the company's position as thelargest independent supplier of structures for commercial aircraftand substantial customer advances to fund most of the 787development costs.

A continued favorable environment in the commercial aircraftmarket and further improvement in Spirit's financial performancecould result in stronger credit measures, warranting an upgrade inthe intermediate term. An outlook revision to stable is notlikely, but could be driven by major problems on the 787.

Moody's noted that the rating action is primarily due to theongoing delevering of the transaction.

TALECRIS BIO: Moody's Puts B3 Rating on Proposed $330-Mil. Loan---------------------------------------------------------------Moody's Investors Service assigned a B3 rating to TalecrisBiotherapeutics, Inc.'s newly proposed $330 million Second LienTerm Loan, due 2014, which has been added as part of a recentlyrestructured transaction.

At the same time, Moody's affirmed Talecris' B2 Corporate FamilyRating and affirmed the B2 rating on a downsized $700 millionFirst Lien Term Loan, due 2013.

The affirmation of the ratings recognizes some reduction in astill sizable dividend of over $800 million. The affirmation alsoassumes that despite an expected initial draw on the slightlyupsized $325 million First Lien ABL revolver, liquidity willremain at previously expected levels.

Moody's does not rate the company's ABL Revolver. Talecris'rating outlook is stable. The ratings are subject to review offinal documentation.

* Talecris Biotherapeutics, Inc.

* Rating assigned:

-- $330 million Second Lien Term Loan at B3, LGD4, 69%

* Ratings affirmed:

-- Corporate family rating at B2 -- $700 million First Lien Term Loan at B2, LGD4, 57% -- PDR at B2

Talecris manufactures and markets plasma-derived, protein-basedproducts for individuals suffering from life-threatening diseasesand currently ranks number three in global sales of plasma-derivedproducts, behind Baxter and CSL Limited. As the largest "pureplay" plasma products manufacturer and one of five major globalplayers, Talecris is larger than most companies with a B2corporate family rating.

Talecris' ratings are adversely affected by the aggressivefinancial policies of the company. The company is assuming asignificant amount of debt, which is being used to finance alarge, one-time dividend payment to their equity sponsors as wellas an acquisition of plasma collection centers from InternationalBioResources, LLC.

Moody's believes that despite the improving fundamentals in the USplasma protein market - as well as the high barriers to entry inthe market - the company's limited operating history as astandalone company is a significant credit concern. In addition,high reliance on raw plasma and the early integration of plasmacollection with manufacturing are key operating risks. Finally,the company's high leverage and weak financial strength andfinancial policy ratios - some of which are positioned at the lowend of the Caa category -- are key rating factors. As a result ofthese concerns, Moody's believes that the B2 corporate familyrating is appropriate despite a B1 indicated rating under theGlobal Methodology for the Medical Products and Device Industry.The ratings are prospective and assume the company will achievestronger operating results over the forecast period.

Moody's expect the company to generate negative free cash flowduring FY 2007 and 2008 due to IBR earn-outs, which could besettled in stock, as well as increased capital spending associatedwith both plasma collection and production facilities.

The stable outlook assumes that the company will be able togenerate stronger operating and free cash flow by 2009, and as aresult, will be able to begin reducing debt.

In addition, the stable outlook assumes that borrowings associatedwith higher capital spending will only occur if the company is ontrack with its transition to a standalone company and its verticalintegration strategy.

Given the company's limited history as a standalone entity and thelikelihood that financial strength and financial policy ratios maynot materially improve until plasma levels increase, a ratingupgrade is not likely in the near to intermediate term. Over time,a combination of demonstrating sustained success as a standalonecompany, execution of its vertical integration, as well asstronger financial strength and financial policy ratios couldresult in a rating upgrade.

The newly proposed bank term loan rating remains highly sensitiveto any incremental increase in the first lien revolver borrowingsbecause the revolver is backed by a stronger group of assets. Inaddition, Moody's believes that adequate liquidity is critical tomaintain these ratings.

Moody's believes that lower than expected operating cash flowcould result in higher borrowing needs. If financial strengthratios -- including cash flow from operations to total debt, freecash flow to total debt, and EBIT/interest drop below anticipatedlevels, the ratings could face pressure.

At Sept. 30, 2006, the Company's balance sheet showed $10,603,121in total assets and $21,081,912 in total liabilities, resulting ina $10,478,791 stockholders' deficit. The Company had a $9,829,953deficit at June 30, 2006, and an $8,243,717 deficit at Dec. 31,2005.

The Sept. 30 balance sheet also showed strained liquidity with$6,507,263 in total current assets and $16,001,912 in totalcurrent liabilities.

Results of Operations

Revenues

Service fees for power generation plant increased 38.2% to$1,442,560 from $1,043,655 for the three months ended Sept. 30,2006 compared with the three months ended Sept. 30, 2005. Thisincrease is due to more energy demand in the Fiji plants.

Construction revenues decreased to $0 from $26,110 for the threemonths ended Sept. 30, 2006, compared with Sept. 30, 2005. Thedecrease was due to the completion of all major constructionprojects in 2005. The Company did not enter into any newconstruction contracts during 2005 or the first nine months of2006 and has altered its construction strategy to enter into onlylimited construction projects in partnership with its majorinvestor, Sayed Hamid Behbehani & Sons Co. W.L.L.

Finance lease revenues decreased 24.6% to $148,241 from $196,667for the three months ended Sept. 30, 2006, compared with the threemonths ended Sept. 30, 2005. The decrease is due to the decliningbalance of minimum lease payments, which are amortized over theterm of the Tinian power plant contract to yield a constant rateof return.

Expenses

Power Generation Plant operations and maintenance costs increased3.9% to $959,678 for the three months ended Sept. 30, 2006, from$923,326 for the three months ended Sept. 30, 2005, resulting froman engine overhaul in the plants located in Fiji.

Total construction costs decreased to $0 from $109,260 for thethree months ended Sept. 30, 2006, compared with Sept. 30, 2005.Construction costs include related party activity totaling $0 and$83,357 for the three months ended Sept. 30, 2006, and 2005,respectively, which were paid to Sayed Hamid for goods andmaterials purchased on the prison project located in Saipan.Construction costs as a percentage of construction revenues were0.0% and 418.5% for the three months ended Sept. 30, 2006, and2005, respectively.

Occupancy and equipment expenses decreased 58.0% to $55,108 from$131,283 for the three months ended Sept. 30, 2006, as comparedwith Sept. 30, 2005. The decrease in occupancy and equipment costduring the first nine months of 2006 is primarily related toreductions in the operating costs associated with the Saipanoffice.

General and administrative expenses decreased 5.3% to $682,269 forthe three months ended Sept. 30, 2006, from $720,161 for the threemonths ended Sept. 30, 2005. The decrease is attributed to areduction in infrastructure costs resulting from the completion ofconstruction projects as well as cost cutting efforts directed bymanagement.

Other expense decreased 26.2%to $183,097 for the three-monthperiod ended Sept. 30, 2006, from $248,055 through the three monthperiod ended Sept. 30, 2005, due primarily to a gain on sale offixed assets in Saipan.

Net losses available to common stockholders were $709,077 for thethree months ended Sept. 30, 2006, and $1,151,774 for the threemonths ended Sept. 30, 2005. The lower net loss during the firsthalf of 2006 versus 2005 was driven higher revenues and lowercosts of revenues and operating expenses.

Subsequent Events

The Company borrowed an additional $336,000 from Sayed Hamidaffiliated companies subsequent to Sept. 30, 2006.

The Company's shareholders voted Oct. 31 to retain the existingmembers of the Board of Directors. In addition, the shareholdersapproved an increase in the number of authorized shares of commonstock from 100,000,000 to 200,000,000.

As reported in the Troubled Company Reporter on Aug. 3, 2006, L JSoldinger Associates LLC, in Deer Park, Illinois, raisedsubstantial doubt about Telesource International Inc.'s abilityto continue as a going concern after auditing the Company'sconsolidated financial statements for the year ended Dec. 31,2005, and 2004. The auditor pointed to the Company's recurringoperating losses and capital deficiency.

Telesource International is located in Lombard, Illinois, U.S.A.,the Company's headquarters, where it operates a small service forthe procurement, export and shipping of U.S. fabricated productsfor use by the Company's subsidiaries or for resale to customersoutside of the mainland.

Telesource Fiji, Ltd., a subsidiary, is located on the island ofFiji where it maintains and operates diesel fired electric powergeneration plants for the sale of electricity in the country. TheCompany also is attempting to develop future construction andother energy related business activities in Fiji.

Telesource CNMI, Inc., is on the island of Tinian, an island inthe Commonwealth of Mariana Islands (U.S. Territory), where itoperates a diesel fired electric power generation plant for thesale of electricity to the local power grid.

In Saipan, the Company maintains offices for coordinatingmarketing and development activities in the region and isresponsible for all operations including the development of futureconstruction projects and energy conversion opportunities in theregion.

TRAILER BRIDGE: Moody's Assigns Loss-Given-Default Ratings----------------------------------------------------------In connection with Moody's Investors Service's implementation ofits Probability-of-Default and Loss-Given-Default ratingmethodology for the Transportation sector, the rating agencyconfirmed its B3 Corporate Family Rating for Trailer Bridge, Inc.,and held its B3 rating on the company's Guaranteed Senior SecuredGlobal Notes Due 2011. Additionally, Moody's assigned an LGD3rating to those bonds, suggesting bondholders will experience a46% loss in the event of a default.

Moody's explains that current long-term credit ratings areopinions about expected credit loss which incorporate both thelikelihood of default and the expected loss in the event ofdefault. The LGD rating methodology will disaggregate these twokey assessments in long-term ratings. The LGD rating methodologywill also enhance the consistency in Moody's notching practicesacross industries and will improve the transparency and accuracyof Moody's ratings as Moody's research has shown that creditlosses on bank loans have tended to be lower than those forsimilarly rated bonds.

Probability-of-default ratings are assigned only to issuers, notspecific debt instruments, and use the standard Moody's alpha-numeric scale. They express Moody's opinion of the likelihoodthat any entity within a corporate family will default on any ofits debt obligations.

Loss-given-default assessments are assigned to individual rateddebt issues -- loans, bonds, and preferred stock. Moody's opinionof expected loss are expressed as a percent of principal andaccrued interest at the resolution of the default, withassessments ranging from LGD1 (loss anticipated to be 0% to 9%) toLGD6 (loss anticipated to be 90% to 100%).

Based in Jacksonville, Florida, Trailer Bridge, Inc. -- http://www.trailerbridge.com/-- an integrated trucking and marine freight carrier, provides truckload freight transportationprimarily between the continental United States and Puerto Rico.The company offers highway transportation services in thecontinental United States, and marine transportation betweenJacksonville, Florida and San Juan, Puerto Rico. It providessouthbound containers and trailers, as well as moves newautomobiles, used automobiles, noncontainerized or freight not intrailers, and freight moving in shipper-owned or leased equipment.

Moody's explains that current long-term credit ratings areopinions about expected credit loss which incorporate both thelikelihood of default and the expected loss in the event ofdefault. The LGD rating methodology will disaggregate these twokey assessments in long-term ratings. The LGD rating methodologywill also enhance the consistency in Moody's notching practicesacross industries and will improve the transparency and accuracyof Moody's ratings as Moody's research has shown that creditlosses on bank loans have tended to be lower than those forsimilarly rated bonds.

Probability-of-default ratings are assigned only to issuers, notspecific debt instruments, and use the standard Moody's alpha-numeric scale. They express Moody's opinion of the likelihoodthat any entity within a corporate family will default on any ofits debt obligations.

Loss-given-default assessments are assigned to individual rateddebt issues -- loans, bonds, and preferred stock. Moody's opinionof expected loss are expressed as a percent of principal andaccrued interest at the resolution of the default, withassessments ranging from LGD1 (loss anticipated to be 0% to 9%) toLGD6 (loss anticipated to be 90% to 100%).

Based in Dallas, Texas, Transport Industries, L.P. is a thirdparty provider of single-source, dedicated "closed loop"transportation services to the food retail and distributionindustry through its Dedicated Transport Services business. Thecompany also provides non-asset-based freight transportationthrough its Truckload Management Services segment, and warehouseand distribution logistics services through its DistributionServices segment. TI is a wholly-owned subsidiary of TransportIndustries Holdings, L.P.

Moody's explains that current long-term credit ratings areopinions about expected credit loss which incorporate both thelikelihood of default and the expected loss in the event ofdefault. The LGD rating methodology will disaggregate these twokey assessments in long-term ratings. The LGD rating methodologywill also enhance the consistency in Moody's notching practicesacross industries and will improve the transparency and accuracyof Moody's ratings as Moody's research has shown that creditlosses on bank loans have tended to be lower than those forsimilarly rated bonds.

Probability-of-default ratings are assigned only to issuers, notspecific debt instruments, and use the standard Moody's alpha-numeric scale. They express Moody's opinion of the likelihoodthat any entity within a corporate family will default on any ofits debt obligations.

Loss-given-default assessments are assigned to individual rateddebt issues -- loans, bonds, and preferred stock. Moody's opinionof expected loss are expressed as a percent of principal andaccrued interest at the resolution of the default, withassessments ranging from LGD1 (loss anticipated to be 0% to 9%) toLGD6 (loss anticipated to be 90% to 100%).

Based in Westlake, Ohio, TravelCenters of America, Inc. (NYSE:HPT) is a network of full-service travel centers in North America.The company has more than 11,500 employees at 162 locations in 40states and Canada. The company's cross country network of 162hospitality and fuel service areas are primarily located along theU.S. Interstate Highway System. The TA network includes 161locations in 40 states and one site in Ontario, Canada.

UNITEDHEALTH GROUP: Earns $1.1 Billion in Quarter Ended Sept. 30----------------------------------------------------------------UnitedHealth Group achieved record results in the third quarter of2006.

For the quarter ended Sept. 30, 2006, the Company reported netearnings of $1,101,000,000, compared to net earnings of$800,000,000 for the same period last year.

Diversified business growth was well-matched with effective costmanagement, advances in the integration of acquisitions andaccelerating gains in profitability from seasonally strong productofferings in the third quarter, leading to a further advance inthe Company's full-year earnings outlook. UnitedHealth Group nowexpects full-year earnings per share growth of at least 25% in2006.

Revenues for the three months ended Sept. 30, 2006, reached$18,008,000,000, compared to revenues of $11,601,000,000 for thesame period last year.

Third quarter operating costs of $2.6 billion decreased by $60million from their level in the second quarter of 2006. Thirdquarter operating costs included an insurance recovery ofapproximately $40 million received by the Company's PacifiCareentity and a contribution to the United Health Foundation of morethan $20 million.

During the third quarter, the Company realized net favorabledevelopment of $10 million in its previous estimates of medicalcosts incurred in 2005. The Company also realized $70 million innet favorable development related to estimates of medical costsincurred in the first two quarters of 2006.

Third quarter 2006 annualized return on equity was 23%, up 1% fromthe second quarter of 2006.

"The broad and evolving health care markets are increasinglyengaging the capabilities which we have cultivated, even as ourbusiness execution steadily continues to improve," Stephen J.Hemsley, president and chief operating officer, stated. "Weanticipate continued strong growth into 2007, with total revenuesin the area of $79 billion and 2007 earnings per share growth of15 percent above the range of $2.95 to $2.97 per share we nowproject for 2006."

"The actions we reported establish a blueprint for the Company'sgovernance and internal controls," Richard Burke, chairman of theBoard of Directors of UnitedHealth Group, said. "We deeply regretthe deficiencies relative to our historical stock option programscited in the Independent Committee's report and apologize to allour stakeholders for them. The actions we adopted are designed tohelp ensure that UnitedHealth Group meets the highest possiblestandards of corporate governance, in compensation matters andother areas.

The Company is likely to delay the filing of its quarterly reportson Form 10-Q for the second and third quarters of 2006, in orderto complete its analysis of its previously filed financialstatements in light of the Independent Committee of the Board'sreport on stock option practices.

About UnitedHealth Group

Minneapolis, Minn.-based UnitedHealth Group Inc. (NYSE: UNH) --http://www.unitedhealthgroup.com/-- offers a broad spectrum of products and services through six operating businesses:UnitedHealthcare, Ovations, AmeriChoice, Uniprise, SpecializedCare Services and Ingenix. Through its family of businesses,UnitedHealth Group serves approximately 70 million individualsnationwide.

* * *

As reported in the Troubled Company Reporter on Nov. 10, 2006,Fitch Ratings is currently maintaining all ratings of UnitedHealthGroup on Rating Watch Negative.

Despite the company's disclosure that the restatement of earningswill be material, Fitch notes that this is a non-cash charge thatdoes not affect overall shareholder capital or the company'sability to service its debt obligations. Although the additionaltaxes, interest and penalties related to the accounting adjustmentwill certainly have cash flow implications, given managementestimates, Fitch does not consider the amount to be sufficient tosignificantly impede the company's ability to meet itsobligations. Fitch continues to consider UNH's cash flowcoverage, although adversely affected by issues surrounding thecompany's stock option granting practices, to be more thansufficient to justify the company's current ratings given itsfinancial leverage.

Fitch considers the company's disclosure of a material weaknessunder Sarbanes-Oxley 404 to be troubling. Clearly, suchweaknesses in governance can tarnish a company's image, sometimesadversely affecting the company's ability to attract and retainbusiness, and often lead to difficulties similar to those beingfaced by UNH's management. However, although too late to aid thecompany in heading off its current difficulties, Fitch viewsrecent and ongoing changes within the company's governancepractices as important in bolstering the company's governancegoing forward.

Fitch originally placed UNH's ratings on Rating Watch Negative onAugust 30, 2006, following the company's announcement that it hadreceived a notice of default from a group of persons claiming tohold certain of its debt securities alleging a violation of UNH'sindenture governing its debt securities. The company has statedthat it believes it is not in default. The company received apurported notice of acceleration on Nov. 2, 2006, from the holderswho previously sent the notice of default that purports to declarean acceleration of the Company's 5.80% Notes due March 15, 2036 asa result of the Company's not filing its quarterly report on Form10-Q for the quarter ended June 30, 2006. Given developments todate, Fitch is working under the assumption that this issue willbe tied up in litigation for some time.

Standard & Poor's also said that it expects Universal to use itsdiscretionary cash flow for share repurchases and some debtreduction as well as business reinvestment.

"We assume that the company will keep its consolidated creditmeasures within the appropriate range for the rating, andacquisitions at the UCLP level will be partially equity financed,"said Ms. Saha-Yannopoulos.

UNIVERSITY HEIGHTS: Court Fixes February 20 as Claims Bar Date--------------------------------------------------------------The U.S. Bankruptcy Court for the Northern District of New Yorkset Feb. 20, 2007, as the deadline for all creditors owed money byUniversity Heights Association Inc. to file formal written proofsof claim or interest on account of claims arising prior toOct. 12, 2006.

Proofs of claim must be received by:

Office of the Clerk U.S. Bankruptcy Court Northern District of New York 74 Chapel Street Suite 200 Albany, NY 12207

Headquartered in Albany, New York, University Heights AssociationInc. -- http://www.universityheights.org/-- is composed of four educational institutions that aim to enhance the economic vitalityand quality of life of its immediate community. The company filedfor chapter 11 protection on Feb 13, 2006 (Bankr. N.D.N.Y. CaseNo. 06-10226). Judge Littlefield dismissed the Debtor's chapter11 case due to bad faith filing. On Oct. 12, 2006, the Debtorfiled a chapter 22 petition. Francis J. Smith, Esq., at McNamee,Lochner, Titus & Williams, PC, represents the Debtor in itsrestructuring efforts. When the Debtor filed for protection fromits creditors, it estimated assets and liabilities between $10million and $50 million.

UNIVERSITY HEIGHTS: Gets Okay to Hire Walter Kresge as Appraiser----------------------------------------------------------------The U.S. Bankruptcy Court for the Northern District of New Yorkauthorized University Heights Association Inc. to employ Walter F.Kresge as its real estate appraiser.

The Debtor informs the Court that its primary assets includeparcels of real property known as the University Heights Campus.The said campus is a key component of a plan of reorganization.As a result, the Debtor needs to determine the value portions ofits real property. Its value, the Debtor says, will be amotivating factor in the decisions it makes with respect to itsproperty.

Mr. Kresge will provide appraisal services for the Debtorincluding, but not limited to, appraisal of parcel of the Debtor'sreal property and the valuation of various aspects of the realproperty.

Mr. Kresge will bill the Debtor at $100 per hour for his work.

Mr. Kresge assures the Court that he is a "disinterested person"as that term is defined in Section 101(4) of the Bankruptcy Code.

Headquartered in Albany, New York, University Heights AssociationInc. -- http://www.universityheights.org/-- is composed of four educational institutions that aim to enhance the economic vitalityand quality of life of its immediate community. The company filedfor chapter 11 protection on Feb 13, 2006 (Bankr. N.D.N.Y. CaseNo. 06-10226). Judge Littlefield dismissed the Debtor's chapter11 case due to bad faith filing. On Oct. 12, 2006, the Debtorfiled a chapter 22 petition. Francis J. Smith, Esq., at McNamee,Lochner, Titus & Williams, PC, represents the Debtor in itsrestructuring efforts. When the Debtor filed for protection fromits creditors, it estimated assets and liabilities between $10million and $50 million.

As of the November 17, 2006 distribution date, the transaction'saggregate certificate balance has decreased by approximately 1.9%to $1.29 billion from $1.31 billion at securitization. TheCertificates are collateralized by 102 mortgage loans ranging insize from less than 1.0% of the pool to 7.8% of the pool, with thetop 10 loans representing 53.9% of the pool. The pool includesfive shadow rated investment grade loans comprising 20.0% of thepool. Five loans, representing 15.7% of the pool balance, havedefeased and are collateralized by U.S. Government securities.Included among these loans is the 11 Madison Ave. Loan, thelargest loan in the pool.

The pool has not sustained any losses to date. There is one loanin special servicing representing 0.1% of the pool. No losses areexpected from this loan currently. Nine loans, representing 3.7%of the pool, are on the master servicer's watchlist.

Moody's was provided with year-end 2005 operating results for100.0% of the pool. Moody's loan to value ratio for the conduitcomponent is 89.3%, compared to 94.2% at securitization. Moody'sis upgrading Classes B and C due to defeasance, increased creditsupport and improved overall pool performance. Class B wasupgraded on Aug. 2, 2006 and placed on review for further possibleupgrade based on a Q tool based portfolio review (see "US CMBS: QTool Based Portfolio Review Results in Numerous Upgrades," Moody'sSpecial Report, Aug. 2, 2006.

Additionally, as a result of the improvement in performance andamortization associated with the Starrett-Lehigh Building Loan,Moody's is upgrading non-pooled Class SL.

The largest shadow rated loan is the Starrett-Lehigh Building Loan($98.8 million - 7.8%), which is secured by a 19-story, 2.3million square foot Class B office building, which occupies anentire city block on West 26th Street and 11th Avenue in New YorkCity. The loan represents a 62.5% pari passu interest in thesenior portion of a first mortgage loan totaling $158.0 million.In addition there is also a $23.7 million subordinate B Noteincluded within the trust. Built in 1931 and renovated in 2003,the building is 88.0% occupied as of September 2006, compared to74.3% at securitization. Major tenants include U.S. Customs,Tommy Hilfiger USA, Martha Stewart Omnimedia and the F.B.I. Thesponsor is Mark Karasik. The loan was interest only for the first24 months, but now amortizes on a 26-year amortization schedule.Moody's current shadow rating is Aa3, compared to A1 atsecuritization. Moody's is upgrading non-pooled Class SL to A3,from Baa2.

The second shadow rated loan is the IBM Center Loan($78.9 million - 6.2%), which is secured by a 785,000 square footClass B office building located in Atlanta, Georgia. Completed in1988, the property is located approximately eight miles north ofthe Atlanta CBD near the intersection of I-75 and NorthsideParkway. Situated on a 57-acre campus, the facility serves asIBM's regional marketing headquarters. IBM's lease is co-terminuswith the loan maturity date. The lease, which is net and includes100.0% of the building, expires in September 2014. The sponsor isJamestown Companies. The loan was interest only for the first 24months and will be interest only for the last24 months of its loan term. In the interim the loan amortizesbased on a 28-year schedule. Moody's current shadow rating isBaa2, the same as at securitization.

The remaining three shadow rated loans comprise 6.3% of the pool.The 520 Eighth Ave. Loan ($49.0% - 3.9%), secured by threecontiguous Class B New York City office buildings is shadow ratedAa3. The Cole Portfolio Loan, secured by a portfolio of 11 freestanding retail buildings located in various locations, is shadowrated Baa2. The Studio Village Shopping Center Loan, secured by a203,000 square foot retail center located in Culver City,California, is shadow rated Aaa.

The top three non-defeased conduit loans represent 18.1% of theoutstanding pool balance.

I

The largest conduit loan is the Phillips Point Office BuildingLoan, which is secured by a 14-story, 421,650 square foot Class Aoffice building located in West Palm Beach, Florida. The buildingis 96.0% occupied, the same as at securitization. The largesttenants are Gunster Yoakley & Stewart, Pennsylvania and Conopco.The loan sponsors are Benjamin Winter and Melvin Heller. Moody'sLTV is 90.5%, compared to 98.4% at securitization.

II

The second largest conduit loan is the North Riverside Park MallLoan ($80.0 million - 6.3%), which is secured by a 440,421 squarefoot portion of a 1.0 million square foot regional mall located inNorth Riverside, Illinois, 11 miles west of the Chicago CBD. Themall is anchored by J.C. Penney, Carson Pirie Scott & Co andSears. Built in 1974, the mall was renovated and expanded in2001. As of July 2006 overall mall occupancy was 89.4%, comparedto 94% at securitization. The loan sponsors are Jeffrey Feil andLloyd Goldman. Moody's LTV is 87.4%, compared to 83.2% atsecuritization.

III

The third largest conduit loan is Villa del Sol Apartments Loan($45.0 million - 3.5%), which is secured by a 562-unit gardenstyle apartment complex located in Santa Ana, California,approximately 35 miles southeast of downtown Los Angeles,California. As of July 2006 the property is 99.0% occupied,compared to 98% at securitization. The loan was interest only forthe first 24 months, but now amortizes on a 30-year schedule.Moody's LTV is 93.8%, compared to 97.2% at securitization.

The pool's collateral is a mix of office and mixed use, retail,multifamily and mobile home, U.S. Government securities, lodgingand industrial and self storage.

WESTINGHOUSE AIRBRAKE: Moody's Assigns Loss-Given-Default Ratings-----------------------------------------------------------------In connection with Moody's Investors Service's implementation ofits Probability-of-Default and Loss-Given-Default ratingmethodology for the Transportation sector, the rating agency heldits Ba2 Corporate Family Rating for Westinghouse AirbrakeTechnologies, and held its Ba2 rating on the company's 6.875%Guaranteed Senior Unsecured Notes Due 2013. Additionally, Moody'sassigned an LGD4 rating to those bonds, suggesting noteholderswill experience a 56% loss in the event of a default.

Moody's explains that current long-term credit ratings areopinions about expected credit loss which incorporate both thelikelihood of default and the expected loss in the event ofdefault. The LGD rating methodology will disaggregate these twokey assessments in long-term ratings. The LGD rating methodologywill also enhance the consistency in Moody's notching practicesacross industries and will improve the transparency and accuracyof Moody's ratings as Moody's research has shown that creditlosses on bank loans have tended to be lower than those forsimilarly rated bonds.

Probability-of-default ratings are assigned only to issuers, notspecific debt instruments, and use the standard Moody's alpha-numeric scale. They express Moody's opinion of the likelihoodthat any entity within a corporate family will default on any ofits debt obligations.

Loss-given-default assessments are assigned to individual rateddebt issues -- loans, bonds, and preferred stock. Moody's opinionof expected loss are expressed as a percent of principal andaccrued interest at the resolution of the default, withassessments ranging from LGD1 (loss anticipated to be 0% to 9%) toLGD6 (loss anticipated to be 90% to 100%).

Based in Wilmerding, Pennyslvania, Westinghouse AirbrakeTechnologies dba Wabtec Corporation -- http://www.wabtec.com/-- provides various technology-based equipments for the rail industryworldwide. It manufactures and services components for new andexisting freight cars and locomotives, and passenger transitvehicles, such as subway cars and buses.

WOODWIND & BRASSWIND: Inks Deal Selling Assets to Guitar Center---------------------------------------------------------------Guitar Center Inc. has signed an asset purchase agreement toacquire substantially all the assets of The Woodwind & TheBrasswind under section 363 of the United States Bankruptcy Code.Under the terms of the agreement, Guitar Center will acquire TheWoodwind & The Brasswind's inventory of band and orchestra andcombo instruments, accounts receivable, trade names and certainother intangible assets. The transaction is subject to a numberof conditions, including bankruptcy court approval, and is alsosubject to overbid at a bankruptcy auction expected to be held inJanuary 2007.

"The acquisition of assets of The Woodwind & The Brasswind,including the Woodwind and Brasswind and Music123 websites, willenable us to further expand the already strong combo instrumentbusiness at Musician's Friend as well as build out our directresponse band and orchestra business," Marty Albertson, Chairmanand Chief Executive Officer of Guitar Center, said. "We areexcited about the opportunity to broaden our customer base andcontinue the growth of our direct response business."

The Woodwind & The Brasswind filed for bankruptcy protection inIndiana on Nov. 21, 2006. The proposed asset acquisitionagreement was entered into by the Musician's Friend subsidiary ofGuitar Center. Under the agreement, only very limited tradeobligations and other pre-petition liabilities of The Woodwind &The Brasswind are being assumed.

About Guitar Center

Guitar Center Inc. -- http://www.guitarcenter.com/-- is a United States retailer of guitars, amplifiers, percussion instruments,keyboards and pro-audio and recording equipment. Its retail storesubsidiary presently operates more than 195 Guitar Center storesacross the United States. In addition, Guitar Center's Music &Arts division operates more than 90 stores specializing in bandinstruments for sale and rental, serving teachers, band directors,college professors and students.

About The Woodwind & the Brasswind

Headquartered in South Bend, Indiana, The Woodwind & the Brasswind-- http://www.wwbw.com/-- sells musical instruments and accessories.

Type of Business: Pursuant to an order of the Tokyo District Court (Heisei 16 (Fu) No. 16333) dated Oct. 22, 2004, Mr. Kokura was declared insolvent under Article 126 of the Bankruptcy Law of Japan (Law No. 71, 1922) and Mr. Kondo, the foreign representative, was appointed Bankruptcy Trustee of the Bankruptcy Estate of Kokura, under Article 142 of the Bankruptcy Law of Japan.

Mr. Kokura owns the real property identified as Apartment No. 32G-4 of the "Bay Villas" condominium project located at Kapalua in Maui, Hawaii.

* AlixPartners Marks 25 Years, to Open Office in India Next Year---------------------------------------------------------------- AlixPartners plans to open an office in India sometime in 2007.The firm presently has 12 offices around the world, including sixin the United States, five in Europe and one in Japan. Two seniorAlixPartners executives will be there next week at the IndiaEconomic Summit 2006, and will be available to discuss "lessonslearned" from the firm's 25 years of helping companies performcomplex financial restructuring and large-scale operationalimprovements, including for financial institutions and privateequity funds.

The AlixPartners executives attending the conference, which takesplace Nov. 26 to 28 and is jointly hosted by the World EconomicForum and the Confederation of Indian Industry, are: ManagingDirector C.V. Ramachandran and India Initiative Director SanjayShetty, both from AlixPartners' headquarters office in Detroit.

"When many people think of India today, the first adjective theythink of is 'booming,'" said Ramachandran. "And, of course, to alarge degree that's true. However, along with rapid growth andexpansion comes an increased amount of risk -- both financial andoperating -- as well as a more complex web of stakeholders. As aresult, restructuring in India is inevitable."

In the U.S. over the past quarter century and, more recently, inEurope, a similar situation of increased risk has translated intoa large number of corporate restructurings, Ramachandran went onto note. "Since 1981, the year AlixPartners literally helpedestablish the turnaround industry," he said, "we've worked tostreamline the restructuring process, to bring more transparencyto it and, in general, to help institutions bring, as we put it,'the greatest good to the greatest number.' The result has beenstronger companies and institutions, and saved jobs. In otherwords, a strong social benefit."

Another lesson from AlixPartners' background that Ramachandran andShetty will be discussing next week is how Indian firms canmaximize the value of mergers and acquisitions, a topic of greatinterest on the subcontinent, given such recent announcements asTata Steel Ltd.'s attempt to acquire Anglo-Dutch steelmaker CorusGroup PLC. "With global private equity firms such as Blackstone,Warburg Pincus and Henderson Private Capital now making India oneof their highest priorities, we think they'll be quite interestedin the time-tested experience a firm like AlixPartners can bringto the party," continued Ramachandran.

"One thing we learned long ago at AlixPartners," said Shetty, "isthe reason so many mergers fail to deliver their intendedfinancial results is that there's not enough true, experiencedfocus on the operations that will actually deliver thefinancials."

Finally, Ramachandran and Shetty will also be discussing what theycall the "India Opportunity," the continuing, but also fast-changing, opportunity for foreign-based firms to maximize India asa low-cost platform not just for services but for manufacturedproducts as well.

Monday's edition of the TCR delivers a list of indicative pricesfor bond issues that reportedly trade well below par. Prices areobtained by TCR editors from a variety of outside sources duringthe prior week we think are reliable. Those sources may not,however, be complete or accurate. The Monday Bond Pricing tableis compiled on the Friday prior to publication. Prices reportedare not intended to reflect actual trades. Prices for actualtrades are probably different. Our objective is to shareinformation, not make markets in publicly traded securities.Nothing in the TCR constitutes an offer or solicitation to buy orsell any security of any kind. It is likely that some entityaffiliated with a TCR editor holds some position in the issuers'public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies withinsolvent balance sheets whose shares trade higher than $3 pershare in public markets. At first glance, this list may look likethe definitive compilation of stocks that are ideal to sell short.Don't be fooled. Assets, for example, reported at historical costnet of depreciation may understate the true value of a firm'sassets. A company may establish reserves on its balance sheet forliabilities that may never materialize. The prices at whichequity securities trade in public market are determined by morethan a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in eachWednesday's edition of the TCR. Submissions about insolvency-related conferences are encouraged. Send announcements toconferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11cases involving less than $1,000,000 in assets and liabilitiesdelivered to nation's bankruptcy courts. The list includes linksto freely downloadable images of these small-dollar petitions inAcrobat PDF format.

Each Friday's edition of the TCR includes a review about a book ofinterest to troubled company professionals. All titles areavailable at your local bookstore or through Amazon.com. Go tohttp://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday editionof the TCR.

For copies of court documents filed in the District of Delaware,please contact Vito at Parcels, Inc., at 302-658-9911. Forbankruptcy documents filed in cases pending outside the Districtof Delaware, contact Ken Troubh at Nationwide Research &Consulting at 207/791-2852.

This material is copyrighted and any commercial use, resale orpublication in any form (including e-mail forwarding, electronicre-mailing and photocopying) is strictly prohibited without priorwritten permission of the publishers. Information containedherein is obtained from sources believed to be reliable, but isnot guaranteed.

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